UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A-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 SEPTEMBER 30, 2002

                                       OR

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

                 For the transition period from ______ to ______

                         Commission File Number: 0-27552

                          OAK RIDGE CAPITAL GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

            Minnesota                                           85-0316176
--------------------------------------------------------------------------------
 (State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

    701 Xenia Avenue South, Suite 130
        Golden Valley, Minnesota                                   55416
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip code)

Registrant's telephone number, including area code: (763)923-2266

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                            No Par Value Common Stock
--------------------------------------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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>

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. |_|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

The number of shares of the Registrant's common stock outstanding as of January
13, 2003 was approximately 4,843,000 and the aggregate market value of the
Registrant's common stock held by non-affiliates was approximately
$1,980,287.53.

                       DOCUMENTS INCORPORATED BY REFERENCE

      None


                                        2

<PAGE>




ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)   Documents filed as part of this report:

      (1)   The financial statements filed as part of this report are included
            in Item 8.

      (2)   The financial statement schedule required to be filed as part of
            this report consists of Schedule II Valuation and Qualifying
            Accounts appearing at the end of this Item.

      (3)   The following exhibits are filed as part of or incorporated by
            reference into this report:

     EXHIBIT
     NUMBER
     ------

      2.1   Agreement and Plan of Merger dated as of February 28, 2001, among
            Equity Securities Investments, Inc., Realco, Inc. and ESI
            Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.1 to
            the Company's Form 8K/A filed on March 16, 2001)

      3.1   Articles of Incorporation, as amended (incorporated by reference to
            Exhibits 3.1, 3.2 and 3.3 to the Company's Registration Statement on
            Form S-B2 (Registration Statement No. 33-98740-D))

      3.2   Certificate of Designation of Relative Rights and Preferences of
            Series "D" Preferred Shares of Realco, Inc. (incorporated by
            reference to Exhibit 4.1 to the Company's Form 8K/A filed on March
            16, 2001)

      3.3   Bylaws, as amended (incorporated by reference to Exhibit 3.4 to the
            Company's Registration Statement on Form S-B2 (Registration
            Statement No. 33-98740-D))

      4.1   Form of Warrant Agreement (incorporated by reference to Exhibit 4.5
            to the Company's Registration Statement on Form S-B2 (Registration
            Statement No. 33-98740-D))

      4.2   Form of Indenture associated with 9.5% Subordinated Promissory Notes
            Due December 15, 2003 (incorporated by reference to Exhibit 4.6 to
            the Company's Registration Statement on Form S-B2 (Registration
            Statement No. 33-98740-D))

      10.1* Realco, Inc. 1997 Employee Incentive Stock Plan, as amended
            (incorporated by reference to Exhibit 99 to the Company's Schedule
            14A, Preliminary Proxy Materials, filed on August 13, 2001)

      10.2* Employment Agreement dated February 28, 2001, between the Company
            and Laurence S. Zipkin (incorporated by reference to Exhibit 10.2 to
            the Company's Annual Report on Form 10-K for the year ended
            September 30, 2001)

      10.3* Employment Agreement dated February 28, 2001, between the Company
            and Edward S. Adams (incorporated by reference to Exhibit 10.2 to
            the Company's Annual Report on Form 10-K for the year ended
            September 30, 2001)

      10.4* Employment Letter dated April 1, 2002 between Realco, Inc. and
            James A. Coryea II (filed herewith)

      10.5* Employment Agreement dated July 18, 2001 by and among Equity
            Securities Investments, Inc., Realco, Inc. and Marc H. Kozberg (with
            amendment entered into as of December 10, 2001) (incorporated by
            reference to Exhibit 10.5 to the Company's Annual Report on Form
            10-K for the year ended September 30, 2002)


                                       66
<PAGE>

      21.1  Subsidiaries of the Registrant (incorporated by reference to Exhibit
            21.1 to the Company's Annual Report on Form 10-K for the year ended
            September 30, 2001)

      99.1  Certification Pursuant to 18 U.S.C., Section 1350 as Adopted
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the
            Chief Executive Officer (incorporated by reference to Exhibit 99.1
            to the Company's Annual Report on Form 10-K for the year ended
            September 30, 2002)

      99.2  Certification Pursuant to 18 U.S.C., Section 1350 as Adopted
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the
            Chief Financial Officer (incorporated by reference to Exhibit 99.2
            to the Company's Annual Report on Form 10-K for the year ended
            September 30, 2002)

            *     Management contract or compensatory plan.

(b)   Reports on Form 8-K:

      NONE were filed during the quarter ending September 30, 2002.

(c)   The exhibits listed under Item (15)(a)(3) are filed herewith or
      incorporated by reference.

(d)   Financial statement schedules:

      (1)   The financial statement schedule listed under Item 15(a)(2) is
            filed herewith.
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                 OAK RIDGE CAPITAL GROUP, INC.


Date: January 16, 2003           By: /s/ EDWARD S. ADAMS
                                    -----------------------------------------
                                     Edward S. Adams, Chief Executive Officer
                                     (Principal Executive Officer)


Date: January 16, 2003           By: /s/ JAMES A. CORYEA II
                                    -----------------------------------------
                                     James A. Coryea II, Chief Financial Officer
                                     (Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in behalf of the Registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                     Title                                 Date
---------                                     -----                                 ----
<S>                                           <C>                                   <C>
/s/  LAURENCE S. ZIPKIN                       Chairman of the Board                 January 16, 2003
---------------------------
     Laurence S. Zipkin

/s/  EDWARD S. ADAMS                          Chief Executive Officer               January 16, 2003
---------------------------                   and Director
     Edward S. Adams

/s/  JAMES A. CORYEA II                       Chief Financial Officer               January 16, 2003
---------------------------
     James A. Coryea II

/s/  MARC H. KOZBERG                          Chief Operating Officer               January 16, 2003
---------------------------
     Marc H. Kozberg

/s/  ALAN R. WOINSKI                          Director                              January 16, 2003
---------------------------
     Alan R. Woinski
</TABLE>