SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


FORM 10-Q


         [X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended June 30, 2002

         [ ]      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 002-97360-A


                          LIGHT MANAGEMENT GROUP, INC.
               (Exact name of issuer as specified 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)



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 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. _X_ Yes ___ No

As of September 23, 2002, there were 48,525,027 shares of the Issuer's common
stock, par value $.0001 per share, issued and outstanding.





<PAGE>



                          LIGHT MANAGEMENT GROUP, INC.

                                TABLE OF CONTENTS

         FORM 10-Q ITEM                                                    PAGE

         Table of Contents

Part I.  Financial Information                                              1

         Item 1.     Financial Statements

            (i)      Consolidated Balance Sheet as of June 30, 2002.        F-1

            (ii)     Consolidated Statements of Operations for the three
                     and six months ended June 30, 2002 and June 30, 2001.  F-2

            (iii)    Consolidated Statements of Cash Flows for the six
                     months ended June 30, 2002 and June 30, 2001.          F-3

            (iv)     Notes to Consolidated Financial Statements.            F-4

         Item 2.     Management's Discussion and Analysis or Plan of
                     Operations                                             2


Part II. Other Information

         Item 1.     Legal Proceedings                                      6

         Item 2.     Changes in Securities and Use of Proceeds              6

         Item 3.     Defaults Upon Senior Securities                        6

         Item 6.     Exhibits and Reports on Form 8-K                       7

Signatures                                                                  8

Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002                                                  9

Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002                                                  10



<PAGE>

                          LIGHT MANAGEMENT GROUP, INC.

                           CONSOLIDATED BALANCE SHEET

                                  JUNE 30, 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                     ASSETS

CURRENT ASSETS:
<S>                                                                                                <C>
        Cash                                                                                       $         8,986
        Accounts receivable                                                                                  4,070
        Inventories                                                                                        395,059
        Prepaid expenses and other current assets                                                          216,683
                                                                                                     --------------
        TOTAL CURRENT ASSETS                                                                               624,798

PROPERTY AND EQUIPMENT - net of accumulated depreciation                                                   257,986

GOODWILL                                                                                                   500,000

PATENTS - net                                                                                              455,447

                                                                                                     --------------
TOTAL ASSETS                                                                                       $     1,838,231
                                                                                                     ==============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
        Accounts payable                                                                           $       974,443
        Accrued expenses                                                                                 1,274,212
        Note payable - bank                                                                                 42,634
        Loans payable                                                                                       75,090
        Due to officers                                                                                    340,882
        Due to related party                                                                               224,348
                                                                                                     --------------
        TOTAL CURRENT LIABILITIES                                                                        2,931,609

        Note payable - bank (net of current portion)                                                        56,547

                                                                                                     --------------
        TOTAL LIABILITIES                                                                                2,988,156
                                                                                                     --------------

STOCKHOLDERS' DEFICIT:
        Preferred Stock - $.0001 par value, 10,000,000  authorized shares, 2,766,798 shares
        issued and outstanding                                                                                 277
        Common stock - $.0001 par value,  200,000,000
        authorized shares, 43,690,131  shares issued and outstanding                                         4,369
        Additional paid in capital                                                                      20,964,171
        Deferred compensation                                                                             (655,846)
        Subscription receivable                                                                            (85,813)
        Accumulated deficit                                                                            (21,102,728)
        Accumulated other comprehensive loss                                                              (274,355)
                                                                                                     --------------
          TOTAL STOCKHOLDERS' DEFICIT                                                                   (1,149,925)
                                                                                                     --------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                        $     1,838,231
                                                                                                     ==============
</TABLE>



                                      F-1
<PAGE>

                          LIGHT MANAGEMENT GROUP, INC.

          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        For The Three Months Ended         For The Six Months Ended
                                                                      June 30,           June 30,         June 30,       June 30,
                                                                      ----------------------------     -----------------------------
                                                                          2002             2001             2002           2001
                                                                      ------------     ------------    ------------    ------------


<S>                                                                   <C>              <C>             <C>              <C>
SALES                                                                 $   114,232      $   273,436     $    273,095     $  701,233

COST OF SALES                                                              78,189          153,874          151,389        378,496
                                                                      ------------     ------------    -------------    -----------

GROSS PROFIT                                                               36,043          119,562          121,706        322,737
                                                                      ------------     ------------    -------------    -----------

OPERATING EXPENSES
  Selling, general and administrative expenses (exclusive of non-cash     717,351        1,331,103        1,403,371       1,969,779
  salaries, bonuses and services reported below)
  Non-cash salaries, bonuses and services                                       -                -          680,854               -
  Impairement in goodwill                                                 500,000                -          500,000               -
  Depreciation and amortization                                            87,214          131,581          173,479         259,169
                                                                      ------------     ------------    -------------    ------------
TOTAL OPERATING EXPENSES                                                1,304,565        1,462,684        2,757,704       2,228,948
                                                                      ------------     ------------    -------------    ------------

LOSS FROM OPERATIONS                                                   (1,268,522)      (1,343,122)      (2,635,998)     (1,906,211)

INTEREST EXPENSE                                                           43,524            3,347           65,429          10,701
                                                                      ------------     ------------    -------------   -------------

LOSS BEFORE EXTRAORDINARY ITEM                                         (1,312,046)      (1,346,469)      (2,701,427)     (1,916,912)

EXTRAORDINARY ITEM - loss on extinguishment of debt                             -                -                -         765,000
                                                                      ------------     ------------    -------------   -------------

NET LOSS                                                               (1,312,046)      (1,346,469)      (2,701,427)     (2,681,912)

PREFERRED STOCK DIVIDEND                                                   55,336           55,336          110,672         110,672
                                                                      ------------     ------------    -------------   -------------

NET LOSS APPLICABLE TO COMMON STOCK                                  $ (1,367,382)    $ (1,401,805)    $ (2,812,099)   $ (2,792,584)
                                                                      ============     ============    =============   =============

NET LOSS PER SHARE - BASIC AND DILUTED
          Loss before extraordinary item                             $      (0.04)    $      (0.06)    $      (0.09)   $      (0.09)
          Extraordinary item                                                    -                -                -           (0.04)
                                                                      ------------     ------------    -------------   -------------
NET LOSS PER SHARE                                                   $      (0.04)    $      (0.06)    $      (0.09)   $      (0.13)
                                                                      ============     ============    =============   =============

Weighted Average Shares Used in Computation - Basic and diluted        34,790,273       22,526,767       31,161,001       21,869,369
                                                                      ============     ============    =============   =============

NET LOSS                                                             $ (1,312,046)    $ (1,346,469)$     (2,701,427)   $ (2,681,912)

OTHER COMPREHENSIVE LOSS (GAIN), NET OF TAX
  Foreign currency translation adjustment                                 185,219          (72,847)         151,488         (50,236)
                                                                      ------------     ------------    --------------  -------------
COMPREHENSIVE LOSS                                                   $ (1,497,265)    $ (1,273,622)    $ (2,852,915)   $ (2,631,676)
                                                                      ============     ============    =============   =============
</TABLE>



                                      F-2
<PAGE>


                          LIGHT MANAGEMENT GROUP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                             For The Six Months Ended
                                                                                          -------------------------------
                                                                                            June 30,          June 30,
                                                                                              2002              2001
                                                                                          -------------     -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                       <C>               <C>
     Net loss                                                                             $ (2,701,427)     $ (2,681,912)
     Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                                                           173,479           259,169
       Extraordinary item - loss on extinguishment of debt                                           -           765,000
       Impairment of goodwill                                                                  500,000
       Stock issued for salaries and bonuses                                                   388,104                 -
       Stock issued for consulting services                                                    292,750           262,220

     Changes in assets and liabilities:
       Accounts receivable                                                                      61,830           557,923
       Inventories                                                                             (95,059)           20,438
       Prepaid expenses and other current assets                                                15,045          (114,302)
       Deferred compensation                                                                   268,528            72,956
       Accounts payable                                                                         66,634           467,897
       Accrued expenses                                                                        424,761           220,942
                                                                                          -------------     -------------
NET CASH USED IN OPERATING ACTIVITIES                                                         (605,355)         (169,669)
                                                                                          -------------     -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property, plant and equipment                                                 (11,658)         (120,612)
                                                                                          -------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Repayment of note payable - bank                                                          (34,362)          (41,483)
     Net proceeds from loans payable                                                            71,630           223,428
     Proceeds from loans payable - related party                                               287,998                 -
     Sale of common stock                                                                      427,220                 -
                                                                                          -------------     -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                      752,486           181,945
                                                                                          -------------     -------------

EFFECT OF EXCHANGE RATE CHANGES ON
     CASH AND CASH EQUIVALENTS                                                                (151,487)           95,458
                                                                                          -------------     -------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                      (16,014)          (12,878)

CASH AND CASH EQUIVALENTS -  Beginning of period                                                25,000            55,236

                                                                                          -------------     -------------
CASH - End of period                                                                      $      8,986      $     42,358
                                                                                          =============     =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest                                                               $      4,173      $     10,701
                                                                                          =============     =============

NON-CASH FINANCING AND INVESTING ACTIVITIES:

 Related party debt converted to preferred stock                                          $          -      $  3,200,000
                                                                                          =============     =============
 Related party debt converted to common stock                                             $    386,666      $  1,600,000
                                                                                          =============     =============
 Loans payable converted to common stock                                                  $    159,267      $          -
                                                                                          =============     =============
</TABLE>


                                      F-3
<PAGE>



                          LIGHT MANAGEMENT GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         SIX MONTHS ENDED JUNE 30, 2002
                                   (UNAUDITED)

1.   BASIS OF PRESENTATION
     ---------------------

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared in accordance with generally  accepted  accounting  principles for
     interim  financial   information  and  the  instructions  to  Form  10-QSB.
     Accordingly, they do not include all the information and footnotes required
     by accounting principles generally accepted in United States of America for
     complete  financial   statements.   In  the  opinion  of  management,   all
     adjustments (which include only normal recurring  adjustments) necessary to
     present fairly the financial position, results of operations and cash flows
     for all periods presented have been made. The results of operations for the
     six month period ended June 30, 2002, are not necessarily indicative of the
     operating  results  that may be expected  for the year ending  December 31,
     2002.  These financial  statements  should be read in conjunction  with the
     Company's  December  31,  2001  Form  10-KSB,   financial   statements  and
     accompanying notes thereto.

2.   GOING CONCERN
     -------------

     The  accompanying  consolidated  financial  statements  have been  prepared
     assuming the Company will continue as a going concern.  The Company has had
     recurring  losses  and  a  working  capital   deficiency  of  approximately
     $2,307,000  at June 30,  2002,  which  create  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.  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.

3.   NEW ACCOUNTING PRONOUNCEMENTS ADOPTED
     --------------------------------------

     Effective  January 1, 2002,  the Company  adopted  Statement  of  Financial
     Accounting Standard ("SFAS") No. 142, which eliminates the amortization for
     goodwill and other  intangible  assets with  indefinite  lives.  Intangible
     assets with lives  restricted by  contractual,  legal,  or other means will
     continue  to be  amortized  over their  useful  lives.  Goodwill  and other
     intangible  assets not subject to  amortization  are tested for  impairment
     annually or more frequently if events or changes in circumstances  indicate
     that the asset might be impaired.  SFAS No. 142 requires a two-step process
     for testing  impairment.  First,  the fair value of each  reporting unit is
     compared  to its  carrying  value to  determine  whether an  indication  of
     impairment exists. If impairment is indicated,  then the implied

                                      F-4
<PAGE>

     fair value of the reporting unit's goodwill is determined by allocating the
     unit's fair value to its assets and liabilities (including any unrecognized
     intangible assets) as if the reporting unit had been acquired in a business
     combination.  The amount of  impairment  for goodwill and other  intangible
     assets is  measured  as the excess of its  carrying  value over its implied
     fair value.  The Company has  conducted  the initial  test of the  carrying
     value of its goodwill,  as required by SFAS No. 142. The  management of the
     Company believes that it could not estimate expected cash flows from future
     revenues  to  substantiate  such  carrying  value  and  determined  that an
     impairment in value had occurred. Therefore, the Company took an impairment
     charge of approximately $500,000 at June 30, 2002.

     In accordance with SFAS No. 142, the Company  discontinued  amortization of
     goodwill  effective  January 1, 2002. The pro forma effects of the adoption
     of SFAS No. 142 on net income and basic and diluted  earnings per share are
     as follows:

                                                 June 30, 2002     June 30, 2001
                                                 -------------     -------------
     Net loss, as reported                        ($2,701,427)      ($2,681,912)
     Intangible amortization net of $0 tax             --               (85,305)
                                                 --------------    -------------
     Net loss, pro forma                          ($2,701,427)      ($2,767,217)
                                                 ==============    =============

     Basic and diluted earnings per share:
     -------------------------------------
     Net loss, as reported                             ($0.09)           ($0.13)
     Intangible amortization net of $0 tax                --                 --
                                                 --------------    -------------
     Net loss, pro forma                               ($0.09)           ($0.13)
                                                 ==============    =============


     On April 30,  2002,  the FASB  issues  SFAS No.  145,  "Rescission  of FASB
     Statement  No.  4,  44 and  64,  Amendment  of FASB  Statement  No.13,  and
     Technical  Corrections." The rescission of SFAS No.4,  "Reporting Gains and
     Losses from Extinguishments," and SFAS No.64, "Extinguishments of Debt made
     to Satisfy Sinking Fund Requirements,"  which amended SFAS No.4 will affect
     income statement  classification of gains and losses from extinguishment of
     debt. SFAS No.4 requires that gains and losses from  extinguishment of debt
     be classified as an  extraordinary  item, if material.  Under SFAS No. 145,
     extinguishment of debt is now considered a risk management  strategy by the
     reporting  enterprise and the FASB does not believe it should be considered
     extraordinary  under the  criteria in APB  Opinion  No.30,  "Reporting  the
     Results of  Operations-Reporting  the Effects of Disposal of a Segment of a
     Business, and Extraordinary,  Unusual and Infrequently Occurring Events and
     Transactions,"  unless the debt extinguishment  meets the unusual in nature
     and infrequency of occurrence  criteria in APB Opinion No. 30. SFAS No. 145
     will be effective  for fiscal  years  beginning  after May 15,  2002.  Upon
     adoption, extinguishments of debt shall be classified under the criteria in
     APB Opinion No. 30.

     In June 2002, the FASB issued SFAS No.146, "Accounting for Costs Associated
     with  Exit or  Disposal  Activities."  SFAS  No.  146  addresses  financial
     accounting  and  reporting  for  costs  associated  with  exit or  disposal
     activities  and  nullified  Emerging  Issues  Task

                                      F-5
<PAGE>

     Force  Issue  No.  94-3,   "Liability   Recognition  for  Certain  Employee
     Termination Benefits and Other Costs to Exit an Activity (including Certain
     Costs Incurred in a Restructuring)." SFAS No. 146 requires that a liability
     for a cost associated with an exit or disposal  activity be recognized when
     the liability is incurred. A fundamental  conclusion reached by the FASB in
     this  statement is that an entity's  commitment to a plan, by itself,  does
     not create a present  obligation  to others that meets the  definition of a
     liability.  SFAS No. 146 also  establishes that fair value is the objective
     for initial measurement of the liability.  The provisions of this statement
     are effective  for exit or disposal  activities  that are  initiated  after
     December 31, 2002, with early application encouraged.  The Company believes
     that there will be no impact of SFAS No.146 on its  financial  position and
     results of operations.

4.   BORROWINGS
     ----------

     During  the six  months  ended  June 30,  2002,  the  Company  borrowed  an
     aggregate of approximately  $72,000,  net of repayment,  from two unrelated
     sources, of which approximately  $25,000 bears interest at 8% per annum and
     is payable on demand. The terms of the remaining borrowing of approximately
     $47,000 have not yet been determined.

     In April 2002,  the  Company  settled  approximately  $159,300 of its loans
     payable by issuing 1,532,670 shares of common stock valued $0.10 per share.

     The business loan  agreement  with one of the banks has expired on June 29,
     2002.  The Company  utilized the pledged cash of $25,000 to repay a portion
     of the loan. As of June 30, 2002, the  outstanding  balance of such loan is
     $25,000 and is due on demand.

5.   Related Party Transactions
     --------------------------

     Due to officers on the  accompanying  balance sheet  represents the balance
     owed to the Chairman of the Company and to the Chief Executive  Officer for
     advances to and  expenses  paid on behalf of the  Company.  Such balance is
     interest-free and payable upon demand.

     The balance payable to the Chairman of the Company at December 31, 2001 was
     $407,452.  In  February  2002,  the Company  settled  $300,000 of its loans
     payable by issuing 3,000,000 shares of common stock valued at $570,000. The
     excess of the market  value of the stock over the loan,  of  $270,000,  was
     recorded as management  compensation and included in non-cash  salaries and
     services in the accompanying consolidated financial statements.

     Also, in February 2002, the Company repaid $86,667 representing the balance
     owed to the Chief Executive  Officer of the Company for accrued salaries by
     issuing  866,667  shares of common stock valued at $164,667.  The excess of
     the market  value of the stock over the loan,  of $78,000,  was recorded as
     management  compensation and included in non-cash  salaries and services in
     the accompanying consolidated financial statements.

                                      F-6
<PAGE>

6.   NON-CASH SALARIES AND SERVICES
     ------------------------------

     During the six months ended June 30,  2002,  the Company  issued  shares of
     stock to various  employees  and  consultants.  An  aggregate  of 2,547,917
     shares  were issued for  approximately  $698,500 of  salaries,  bonus,  and
     consulting  services  excluding  3,866,667  shares  issued to  officers  as
     described  in note 5 above.  Certain of these costs are for  services to be
     provided  in  the  future  and   accordingly,   prepaid   compensation   of
     approximately  $371,000 is shown as deferred  compensation  and included in
     the  reduction  of  equity  in  the  accompanying   consolidated  financial
     statements.

7.   CONTINGENCIES
     -------------

     On May 1, 2002,  a Class  Action Suit  ('Class  Lawsuit')  was filed in the
     United States District Court for the Southern  District of New York against
     the Company and certain of its current and former  officers  and  directors
     (collectively  as the  'Defendants').  The  plaintiff in this Class Lawsuit
     claims that the  defendants  have violated  Sections 10(b) and 20(a) of the
     Securities and Exchange Act of 1934, and Rule 10b-5 promulgated thereunder,
     by issuing a series of material  misrepresentations  to the market  between
     June 9, 1999 through November 20, 2001, thereby artificially  inflating the
     market  price  of the  Company's  common  stock.  The  Company  intends  to
     vigorously defend this Class Lawsuit.  The Company is unable,  however,  to
     predict  the  outcome of this  matter,  or  reasonably  estimate a range of
     possible loss given the current status of the litigation.

8.   SALES OF COMMON STOCK
     ---------------------

     On February 15, 2002,  the Company has entered into an  agreement,  to sell
     15,000,000  shares of common  stock,  with a foreign  corporation  at a per
     share purchase price,  which shall be 32% of the bid price of the Company's
     common  stock as quoted on the United  States  stock  exchange for the five
     consecutive trading days immediately  preceding the date the purchase order
     is  received  by the  Company.  As of June 30,  2002,  the Company has sold
     approximately  11,074,000  shares of common  stock  for  $428,000  of which
     approximately $86,000 is received after June 30, 2002 and accordingly, such
     balance is shown as  subscription  receivable and included in the reduction
     of equity in the accompanying consolidated financial statements.

     In addition,  during the six months  ended June 30, 2002,  the Company also
     sold 850,000 shares of common stock for $85,000.

9.   SUBSEQUENT EVENT
     ----------------

     After June 30, 2002, the Company has sold approximately 3,221,000 shares of
     common stock for $66,000.


                                      F-7
<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 CAPTION "ITEM 2.  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.


ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


GENERAL

The following discussion should be read in conjunction with the financial
statements, including the notes thereto, included in this form 10-QSB as a
separate section (Item 1).

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.

The difficulties in the high technology sector have presented challenges in
advancing new technologies in the market. Among these challenges is obtaining
funding, which requires constant attention for many companies. LMG has been in
discussions with various private and public lenders and anticipates that it will
have the funding necessary to meet its cash


                                       2
<PAGE>

requirements to the end of the third quarter. The Company expects to use the
money to address operating requirements as well as to fund ongoing product
research, development and testing. However, there can be no assurance that such
funding will be available to the Company on terms and conditions acceptable to
the Company, or that the Company will be able to obtain funding at all.


RESULTS OF OPERATIONS

Six Months Ended June 30, 2002 Compared To Six Months Ended June 30, 2001

REVENUES - The Company had sales revenues of $701,233 for the six months ended
June 30, 2001 as compared to $273,095 for the six months ended June 30, 2002.
This decrease is primarily the result of a decline in Laser Equipment Sales of
$441,239 in the first half of 2002.

GROSS PROFIT (LOSS) - Gross Profit decreased from $322,737 for the six months
ended June 30, 2001 to $121,706 for the six months ended June 30, 2002. This
decrease is also the result of the decrease in Laser Equipment Sales.

OPERATING EXPENSES - The operating expenses incurred by the Company for the six
months ended June 30, 2001 were $ 2,228,948 compared to $2,757,704 for the six
months ended June 30, 2002. The general expenses decreased by $566,408, and
non-cash compensation increased by $680,854. The decrease in expenses are
attributed to the start up costs for the Head Office in Georgia, which opened in
the second quarter of 2001. Shares issued for new consulting services agreements
and salaries adjustments account for the increase in non-cash compensation. In
the first quarter of 2001 the Company recorded an extraordinary loss of $765,000
on extinguishment of debt.

NET INCOME (LOSS) - As a result of the above, the net loss for the six months
ended June 30, 2001, was $2,681,912, as compared to a loss of $2,701,427 for the
six months ended June 30, 2002.


CURRENT LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its cash requirements primarily through borrowings from
related parties and sales of common shares. Net cash used in operating
activities was $605,355.

As of June 30, 2002, the working capital deficiency was $2,307,000. This lack of
liquidity, in addition to our net losses for the years ended December 31, 2001
and 2000, resulted in the Company's independent auditors including an
explanatory paragraph in their report on our December 31, 2001 financial
statements about our ability to continue as a going concern.


                                       3
<PAGE>

Our current assets, as of June 30, 2001, were $1,429,566 as compared to $624,798
as of June 30, 2002. The bulk of this amount is in inventory of $395,059 and
prepaid expenses of $216,683.

Our accounts payable increased to $974,443 and accrued expenses also increased
to $1,274,212 as of June 30, 2002, as compared to $704,875 and $411,164,
respectively, as of June 30, 2001. Proceeds of borrowings from related parties
were $287,998 during the six months ended June 30, 2002. The Company also
borrowed $71,630 from unrelated third parties.

Shareholders' deficit as of June 30, 2002 was $1,149,925, as compared to equity
of $3,344,044 as of June 30, 2001.

The Business Loan Agreement with Citizens Bank expired on June 29, 2002. The
Company will need to raise additional capital to fund our operations and future
acquisitions and it is anticipated that the Company will seek such additional
funding through public or private equity or debt financing. In response to this,
the Company has recently entered into an agreement to sell stock to a foreign
corporation. As of August 8, 2002, the Company has received approximately
$494,000 in financing through the sale of 14,295,000 shares of the Company's
common stock.

In addition, during the six months ended June 30, 2002 the Company issued
1,532,670 shares of Common Stock in satisfaction of an outstanding debt of the
Company, and accepted subscription agreements from various individuals for the
sale of 850,000 shares of the Company's Common Stock for an aggregate purchase
price of $85,000.

RECENT SEC PROPOSAL ON ACCOUNTING POLICIES

The Securities and Exchange Commission (SEC) recently issued proposed guidance
for disclosure of critical accounting policies. The SEC defines "critical
accounting policies" as those that require application of management's most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effects of matters that are inherently uncertain and
may change in subsequent periods. The Company plans to adopt the disclosure
requirements regarding critical accounting policies once the final rules are
required to be adopted.

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 high quality
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

                                       4
<PAGE>
LMG's acousto-optic technology in five targeted growth 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.

LRD introduced the Acousto-Optic Deflector (AOD) Switch for the Communications
market on December 20, 2000. In 2001, Letters of Intent were signed with a
number of companies, including Empyrean Communications, Inc., France Telecom,
FibreWired Burlington Hydro Communications (FWBHC), and the Boeing Company to
evaluate the switch. The decision was made to focus on the latter two
opportunities. Successful Phase I, II and III testing has been done at FWBHC,
with Phase III testing completed in May, 2002.

In addition, the Company introduced the first Ultra-violet (UV) Scanner using
Acousto-Optic Deflection technology at the OFC Conference in Anaheim in March of
2001. In the ensuing period, work has proceeded to assess the suitable markets
for the technology. This has included working with research institutions in
Canada. An Agreement was reached with the Baylor College of Medicine to supply a
Scanner to the College for testing and evaluation in research projects at the
College.






                                       5
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
          -----------------

     On May 1, 2002, a Class Action Suit (`Class Lawsuit') was filed in the
United States District Court for the Southern District of New York against the
Company and certain of its current and former officers and directors
(collectively as `Defendants'). The plaintiff in this Class Lawsuit claims that
defendants have violated Sections 10(b) and 20(a) of the Securities and Exchange
Act of 1934, and Rule 10b-5 promulgated thereunder, by issuing a series of
material misrepresentations to the market between June 9, 1999 through November
20, 2001, thereby artificially inflating the market price of the Company's
common stock. The Company intends to vigorously defend this Class Lawsuit. The
Company is unable, however, to predict the outcome of these cases, or reasonably
estimate a range of possible loss given the current status of the litigation.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS
          -----------------------------------------

     As previously reported, on May 10, 2002 the Company closed the purchase and
sale of approximately 3,648,437 shares of the Company's common stock, par value
$.0001 per share (the "Common Stock"), to Starz Investments Limited, a Belize
Corporation (the "Purchaser"), pursuant to that certain Regulation S Stock
Purchase Agreement dated February 15, 2002 and amended March 15, 2002 and July
31, 2002 (as amended, the "Agreement"), which sale resulted in aggregate net
proceeds to the Company of approximately $160,000. In addition, as of August 8,
2002, the Company closed the purchase and sale of approximately 10,646,563
additional shares of Common Stock to the Purchaser pursuant to the Agreement,
which sale resulted in aggregate net proceeds to the Company of approximately
$334,000. The sale and issuance of the Common Stock to the Purchaser was based,
in part, upon representations and warranties of the Purchaser, including a
representation that the sale of the Common Stock to the Purchaser was to a
"non-U.S. Person" outside the "United States" in accordance with the "offering
restrictions," as those terms are defined in the rules promulgated under
Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"). This sale was exempt from the registration requirements of the Securities
Act pursuant to Regulation S promulgated by the Securities and Exchange
Commission of the Securities Act. The shares of Common Stock have not been
registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements.

     As previously reported, during April and May of 2002 the Company issued
100,000 shares of Common Stock in satisfaction of an outstanding debt of the
Company. The Company issued an additional 1,432,670 shares of Common Stock in
satisfaction of this outstanding debt during the quarterly period ended June 30,
2002. These issuances were exempt from the registration requirements of the
Securities Act pursuant to Regulation D promulgated by the Securities and
Exchange Commission under section 4(2) of the Securities Act.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
          -------------------------------

     There have been no defaults with the Senior Lender that have not already
been reported.



                                       6
<PAGE>

ITEM 6.   EXHIBITS AND REPORTS ON 8-K
          ---------------------------

          Exhibits:

          99.1 Certification of the Chief Executive Officer of the Company
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

          99.2 Certification of the Chief Financial Officer of the Company
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

          Reports on Form 8-K:

          None.




                                       7
<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 23rd day of September, 2002.

                                             Light Management Group, Inc.


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



                                       8
<PAGE>



                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002


         I, Donald Iwacha, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Light Management
     Group, Inc. for the quarter ended June 30, 2002;

2.   Based on my knowledge, this quarterly 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 quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly 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
     quarterly report;




Date: September 23, 2002                        /s/ Donald Iwacha
                                                --------------------------------
                                                Name: Donald Iwacha
                                                Title: Chief Executive Officer




                                       9
<PAGE>



                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002



         I, Barrington Simon, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Light Management
     Group, Inc. for the quarter ended June 30, 2002;

2.   Based on my knowledge, this quarterly 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 quarterly report; and

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly 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
     quarterly report.





Date: September 23, 2002                        /s/ Barrington Simon
                                                --------------------------------
                                                Name: Barrington Simon
                                                Title: Chief Financial Officer



                                       10