SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB


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

                  For the Quarterly Period Ended September 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 March 17, 2003, there were 60,300,153 shares of the Issuers common stock,
par value $.0001 per share, issued and outstanding.

<PAGE>

                          Light Management Group, Inc.

                                TABLE OF CONTENTS

Section 3.01              Form 10-QSB

Item                                                                        Page

Part I.  Financial Information

         Item 1.    Financial Statements

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

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

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

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

         Item 2.    Management's  Discussion and Analysis of Financial
                    Condition and Results of Operations                       2

         Item 3.    Disclosure Controls and Procedures                        5

Section 3.02

Part II. Other Information

         Item 1.    Legal Proceedings                                         6

         Item 2.    Changes in Securities and Use of Proceeds                 6

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

Signatures                                                                    7

Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002                                                    8

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

Exhibit Index                                                                10


                                      -1-

<PAGE>

                         PART I - FINANCIAL INFORMATION
                         ------------------------------

Item 1.   Financial Statements

                          LIGHT MANAGEMENT GROUP, INC.

                           CONSOLIDATED BALANCE SHEET

                               SEPTEMBER 30, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                       September 30,
                              ASSETS                                                        2002
                                                                                            ----
<S>                                                                                   <C>
CURRENT ASSETS:
        Cash                                                                          $       2,434
        Accounts receivable                                                                  59,318
        Inventories                                                                         523,444
        Prepaid expenses and other current assets                                            61,707
                                                                                      -------------
        TOTAL CURRENT ASSETS                                                                646,903

PROPERTY AND EQUIPMENT - net of accumulated depreciation and amortization                   226,787

PATENTS - net                                                                               391,091
                                                                                      -------------
TOTAL ASSETS                                                                          $   1,264,781
                                                                                      =============

                            LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
        Accounts payable                                                              $   1,147,219
        Accrued expenses                                                                  1,505,112
        Note payable - bank                                                                  32,219
        Loans payable                                                                        70,609
        Due to officers                                                                     499,911
        Due to related party                                                                226,536
                                                                                      -------------
        TOTAL CURRENT LIABILITIES                                                         3,481,606

        Note payable - bank (net of current portion)                                         56,547
                                                                                      -------------
        TOTAL LIABILITIES                                                                 3,538,153
                                                                                      -------------

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, 48,874,517  shares issued and outstanding                          4,888
        Additional paid in capital                                                       21,062,945
        Deferred compensation                                                              (431,707)
        Accumulated deficit                                                             (22,615,617)
        Accumulated other comprehensive loss                                               (294,158)
                                                                                      -------------
          TOTAL STOCKHOLDERS' DEFICIT                                                    (2,273,372)
                                                                                      -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                           $   1,264,781
                                                                                      =============
</TABLE>

                 See Notes to Consolidated Financial Statements


                                       F-1

<PAGE>

                          LIGHT MANAGEMENT GROUP, INC.

          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                      For The Three Months Ended       For The Nine Months Ended
                                                                      Sept. 30,         Sept. 30,     Sept. 30,          Sept. 30,
                                                                     ------------------------------  -------------------------------
                                                                        2002              2001           2002              2001
                                                                     ------------      ------------  -------------      ------------

<S>                                                                <C>               <C>           <C>               <C>
SALES                                                              $     158,901     $     255,019 $      431,996    $      956,252

COST OF SALES                                                             81,386            89,191        232,775           467,687
                                                                     ------------      ------------  -------------      ------------

GROSS PROFIT                                                              77,515           165,828        199,221           488,565
                                                                     ------------      ------------  -------------      ------------

OPERATING EXPENSES
   Selling, general and administrative expenses
     (including non-cash salaries, bonuses and services
     of $418,630 and $1,099,484 for the three and nine
     months ended Sept. 30, 2002 respectively.)                          988,685         1,016,044      3,072,910         2,985,823
   Impairment of goodwill                                                500,000                 -      1,000,000                 -
   Depreciation and amortization                                          86,661           123,230        260,140           382,399
                                                                     ------------      ------------  -------------      ------------
TOTAL OPERATING EXPENSES                                               1,575,346         1,139,274      4,333,050         3,368,222
                                                                     ------------      ------------  -------------      ------------

LOSS FROM OPERATIONS                                                  (1,497,831)         (973,446)    (4,133,829)       (2,879,657)

LOSS ON EXTINGUISHMENT OF DEBT                                                 -                 -              -           765,000
INTEREST EXPENSE                                                          15,058             6,753         80,487            17,454
                                                                     ------------      ------------  -------------      ------------

NET LOSS                                                              (1,512,889)         (980,199)    (4,214,316)       (3,662,111)

PREFERRED STOCK DIVIDEND                                                  55,336            55,336        166,008           166,008
                                                                     ------------      ------------  -------------      ------------

NET LOSS APPLICABLE TO COMMON STOCK                                $  (1,568,225)   $   (1,035,535)$   (4,380,324)  $    (3,828,119)
                                                                     ============      ============  =============      ============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED                      $       (0.03)   $        (0.05)$        (0.12)  $         (0.17)
                                                                     ============      ============  =============      ============

Weighted Average Shares Used in Computation - Basic and diluted       46,475,010        22,797,523     36,823,716        22,182,154
                                                                     ============      ============  =============      ============

NET LOSS                                                           $  (1,512,889)   $     (980,199)$   (4,214,316)  $    (3,662,111)

OTHER COMPREHENSIVE LOSS, NET OF TAX
Foreign currency translation adjustment                                  (19,802)          (50,255)      (171,290)              (19)
                                                                     ------------      ------------  -------------      ------------
COMPREHENSIVE LOSS                                                 $  (1,532,691)   $   (1,030,454)$   (4,385,606)  $    (3,662,130)
                                                                     ============      ============  =============      ============

</TABLE>
                 The accompanying notes are an integral part of
                    these consolidated financial statements.


                                       F-2

<PAGE>

                          LIGHT MANAGEMENT GROUP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                           For The Nine Months Ended
                                                                                       ----------------------------------
                                                                                          Sept. 30,         Sept. 30,
                                                                                            2002              2001
                                                                                       ----------------  ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                       <C>               <C>
     Net loss                                                                             $ (4,214,316)     $ (3,662,111)
     Adjustments to reconcile net loss to net cash used in operating activities:
     Deferred compensation                                                                     121,917           109,434
     Depreciation and amortization                                                             260,140           382,399
     Loss on extinguishment of debt                                                                  -           765,000
     Impairment of goodwill                                                                  1,000,000                 -
     Stock issued for salaries and bonuses                                                     383,904             9,570
     Stock issued for consulting services                                                      715,580           296,450

     Changes in assets and liabilities:
     Accounts receivable                                                                         6,582           497,829
     Inventories                                                                              (223,444)           49,091
     Prepaid expenses and other current assets                                                 170,021           (70,430)
     Accounts payable                                                                          239,410           822,320
     Accrued expenses                                                                          655,661           427,075
                                                                                       ----------------  ----------------
NET CASH USED IN OPERATING ACTIVITIES                                                         (884,545)         (373,373)
                                                                                       ----------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property, plant and equipment                                                  (2,764)         (112,353)
                                                                                       ----------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Repayment of note payable - bank                                                          (44,777)          (43,945)
     Net proceeds from loans payable                                                            67,149                 -
     Proceeds from loans payable - related party                                               449,215           436,942
     Sale of common stock                                                                      564,446            40,000
                                                                                       ----------------  ----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                    1,036,033           432,997
                                                                                       ----------------  ----------------

EFFECT OF EXCHANGE RATE CHANGES ON
     CASH AND CASH EQUIVALENTS                                                                (171,290)           45,203

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                      (22,566)           (7,526)

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

                                                                                       ----------------  ----------------
CASH - End of period                                                                           $ 2,434          $ 47,710
                                                                                       ================  ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest                                                                    $ 5,493          $ 17,454
                                                                                       ================  ================

NON-CASH FINANCING AND INVESTING ACTIVITIES:

 Related party debt converted to preferred stock                                                   $ -       $ 3,200,000
                                                                                       ================  ================
 Related party debt converted to common stock                                                $ 386,667       $ 1,600,000
                                                                                       ================  ================
 Loans payable converted to common stock                                                     $ 159,267               $ -
                                                                                       ================  ================

</TABLE>

                 The accompanying notes are an integral part of
                    these consolidated financial statements.


                                       F-3
<PAGE>

                          LIGHT MANAGEMENT GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 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 nine month period ended  September
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  report  for the year  ended
December 31, 2001 on Form 10-KSB,  together  with the financial  statements  and
accompanying notes thereto.

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

The accompanying  unaudited 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 $2,835,000 at
September 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 unaudited
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
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


                                       F-4

<PAGE>

                          LIGHT MANAGEMENT GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2002
                                   (UNAUDITED)


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 and an additional
$500,000 at September 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:

                                            Sept. 30, 2002    Sept. 30, 2001
                                            --------------    --------------

Net loss, as reported                        $ (4,214,316)     $(3,662,111)
Intangible amortization net of $0 tax                  --          (85,305)

                                            -------------      -----------
Net loss, pro forma                          $ (4,214,316)     $(3,747,416)
                                            =============      ===========

Basic and diluted earnings per share:
-------------------------------------

Net loss, as reported                        $      (0.12)     $     (0.17)
Intangible amortization net of $0 tax                  --               --
                                            -------------      -----------
Net loss, pro forma                          $      (0.12)     $     (0.17)
                                            =============      ===========

In August 2001, the FASB issued Statement of Financial  Accounting Standards No.
144 ("SFAS  144"),  "Accounting  for the  Impairment  or Disposal of  Long-lived
Assets".  SFAS 144 superceded  Statement of Financial  Accounting  Standards No.
121,  "Accounting  for the  Impairment  of  Long-lived  Assets  and Assets to be
Disposed  of"  and  the  accounting  and  reporting   provisions  of  Accounting
Principles  Board  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 Transaction". SFAS 144 also amends
Accounting  Research Bulletin No. 51,  "Consolidated  Financial  Statements," to
eliminate the exception to  consolidation  for a subsidiary for which control is
likely to be  temporary.  The  provisions  of SFAS 144 are  effective for fiscal
years  beginning  after  December 15, 2001. The Company has adopted SFAS 144 and
accordingly  has written down assets that have been determined to be impaired by
$1,000,000.

On April 30, 2002, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards  ("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, if the extinguishment of
debt  is a  routine  and  recurring  transaction  by  the  entity,  as in a risk
management  strategy,  then it should not 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,"  as it does not meet 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.
The Company has chosen to early adopt the provisions of SFAS No. 145 and as such
has reclassified the loss on extinguishment  of debt from an extraordinary  item
to other expense.


                                      F-5

<PAGE>

                          LIGHT MANAGEMENT GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2002
                                   (UNAUDITED)

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 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 versus the date an entity commits to an exit plan
under EITF 94-3. 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 has not yet determined the
impact of SFAS No.146 on its financial  position and results of  operations,  if
any.

In  November  2002,  the FASB  issued  FASB  Interpretation  No. 45 ("FIN  45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of Others".  FIN 45  requires  that upon
issuance of a guarantee,  the guarantor  must recognize a liability for the fair
value of the  obligation it assumes under that  guarantee.  FIN 45 also requires
additional  disclosures  by a  guarantor  in its  interim  and annual  financial
statements  about  the  obligations   associated  with  guarantees  issued.  The
disclosure  requirements  are effective  for financial  statements of interim or
annual periods ending after December 15, 2002. The  recognition  and measurement
provisions are effective on a prospective basis to guarantees issued or modified
after December 31, 2002. The adoption of this  interpretation is not expected to
have an impact on our financial statements.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  -- Transition and Disclosure -- an amendment of FASB Statement No.
123."  SFAS  No.  148  amends  SFAS  No.  123,   "Accounting   for   Stock-Based
Compensation,"  to provide  alternative  methods of  transition  for a voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  In addition,  SFAS No. 148 amends the disclosure  requirements of
SFAS No.  123 to  require  prominent  disclosures  in both  annual  and  interim
financial  statements  about the method of accounting for  stock-based  employee
compensation  and the  effect  of the  method  used  on  reported  results.  The
disclosure  requirements  apply to all  companies  for fiscal years ending after
December 15, 2002. The interim disclosure provisions are effective for financial
reports  containing  financial  statements for interim  periods  beginning after
December  15,  2002.  The  adoption  of SFAS No. 148 is not  expected  to have a
material impact on the Company's financial statements.

In  January  2003,  the FASB  issued  FASB  Interpretation  No.  46 ("FIN  46"),
"Consolidation of Variable Interest  Entities".  FIN 46 provides guidance on the
identification  of entities for which  control is achieved  through  means other
than through voting rights,  variable  interest  entities,  and how to determine
when  and  which  business  enterprises  should  consolidate  variable  interest
entities.  This interpretation applies immediately to variable interest entities
created  after  January 31, 2003. It applies in the first fiscal year or interim
period beginning after June 15, 2003, to variable  interest entities in which an
enterprise  holds a variable  interest that it acquired before February 1, 2003.
The  adoption of this  interpretation  is not  expected to have an impact on our
financial statements.

                                      F-6

<PAGE>
                          LIGHT MANAGEMENT GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2002
                                   (UNAUDITED)

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

During the nine  months  ended  September  30,  2002,  the  Company  borrowed an
aggregate of  approximately  $67,000,  from three  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  $42,000 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 expired on June 29, 2002. The
Company  utilized the pledged cash of $25,000 to repay a portion of the loan. As
of September 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  consolidated  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  September  30, 2002 was
$460,314. 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.

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

During the three and nine months ended  September 30, 2002,  the Company  issued
shares of stock to various  employees and  consultants.  An aggregate of 349,500
and  2,897,417  shares were  issued for  approximately  $47,880 and  $751,500 of
salaries,  bonus,  and consulting  services (in addition to the 3,866,667 shares
issued to officers as  described in Note 5 above) for the three and nine months,
respectively.  Certain of these  costs are for  services  to be  provided in the
future and accordingly,  prepaid compensation of approximately $432,000 is shown
as deferred compensation and included as an increase to stockholders' deficit in
the accompanying consolidated balance sheet.

                                      F-7

<PAGE>

                          LIGHT MANAGEMENT GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2002
                                   (UNAUDITED)


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.
The  Company  has been served with the  Consolidated  Amended  Complaint  and is
preparing  to file and serve a  response.  The  Company  has not ruled out other
responses,  including,  without  limitation,  moving to dismiss  portions of the
Consolidated Amended Complaint.


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

On February 15,  2002,  the Company  entered  into an  agreement  with a foreign
corporation,  to sell 15,000,000  shares of common stock,  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.  Addenda to this  agreement have
been executed,  providing for an additional 10,000,000 shares of common stock to
be made  available  for sale,  for an  aggregate  of  25,000,000  shares.  As of
September  30, 2002,  the Company had sold  approximately  15,909,000  shares of
common  stock  for  $479,000.  The  shares of  common  stock  sold have not been
registered under the Securities Act of 1933, as amended,  and may not be offered
or sold in the United States absent registration or an applicable exemption from
the registration requirements.

In addition,  during the nine months ended  September 30, 2002, the Company also
issued 850,000 shares of common stock for $85,000.

9.    SUBSEQUENT EVENTS
      -----------------

Subsequent  to September  30, 2002,  the Company  sold  approximately  8,026,000
additional shares of common stock in private offshore transactions for $135,000.
In October  2002,  the  Company  settled  $210,000  of its loans  payable to the
Chairman of the Company by issuing 3,000,000 shares of common stock. The Company
also  issued  399,000  shares  of common  stock to  Consultants  for  consulting
services.


                                      F-8

<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 (SEC) and other regulatory authorities.

                          CRITICAL ACCOUNTING POLICIES

The Securities and Exchange  Commission  (SEC) has 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.

Our financial  statements  are prepared in accordance  with  generally  accepted
accounting  principles.  Preparation of the statements in accordance  with these
principles  requires  that we  make  estimates,  using  available  data  and our
judgment for such things as valuing assets,  accruing liabilities,  and estimate
expenses.  The  following  is a list  of what we  feel  are  the  most  critical
estimations that we make when preparing our financial statements.

Accounts Receivable - Allowance for Doubtful Accounts

We routinely  review our accounts  receivable,  by customer  account,  aging, to
determine the  collectibility of the amounts due based on information we receive
from the customer,  past history,  and economic  conditions.  In doing so, where
necessary we will adjust our  allowance  for doubtful  accounts  accordingly  to
reflect any cumulative amount that we feel is  uncollectable.  This estimate may
vary from the proceeds that we actually  collect.  If the estimate is too low we
may incur higher bad debt expenses in the future  resulting in lower net income.
If the  estimate is too high,  we may  experience  lower bad debt expense in the
future resulting in higher net income.

                                       2
<PAGE>

Inventories

Inventories are recorded at the actual cost. No write-downs  have been taken, as
management  believes that the inventory  will not be in stock long enough for it
to become obsolete.

Fixed Assets - Depreciation

We maintain  machinery and equipment,  and furniture and fixtures to operate our
business.  These assets have extended  lives. We estimate the life of individual
assets to spread the cost over the expected  life.  The basis for such estimates
in use,  technology,  required  maintenance  and  obsolescence.  We periodically
review these  estimates  and adjust them if necessary.  Nonetheless,  if we over
estimate  the life of an  asset(s),  at a point in the future,  we would have to
incur higher depreciation costs or write-off, lower income. If we under estimate
the life of an asset(s) we would absorb too much depreciation in the early years
and  experience  higher net income in the later years when the asset is still in
service.

Goodwill and Intangible Asset Impairment

We have  acquired  several  companies.  In  recording  the  transaction,  we are
required to recognize the full price.  The  difference  between the value of the
assets and liabilities  acquired,  including  transaction costs and identifiable
intangible assets,  and the purchase price is recorded as goodwill.  If goodwill
is not impaired,  it remains as an asset on our balance sheet. If it is impaired
we are  required to write down the asset to an amount that  accurately  reflects
its carrying  value.  Since we have not had an  independent  expert to value our
goodwill  balance,  management has determined that the goodwill may be impaired;
therefore,  we have decided that the balance  should be written off. We have not
taken an impairment charge for the Patents,  but will continue to amortize them,
as we believe they have value over time and are producing  income through one of
the divisions.

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.


                                       3
<PAGE>


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 requirements to the end of the
fourth quarter 2002. 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

Nine Months Ended September 30, 2002 Compared To Nine Months Ended September 30,
2001

REVENUES - The Company had sales revenues of $956,252 for the nine months ended
September 30, 2001, as compared to $431,996 for the nine months ended September
30, 2002. This decrease is primarily the result of a decline in Laser Projection
Equipment Sales of $483,862 in the first nine months of 2002. This is due in
part to the decreased demand in the out-of-home advertising sector where these
product sales are targeted, as well as extended time required for licensing
approval. The Company had sales revenues of $255,019 for the three months ended
September 30, 2001, as compared to $158,901 for the three months ended September
30, 2002. This decrease is primarily the result of a continued decline in Laser
Projection Equipment Sales in 2002 as noted above. At this time, Management's
expectation is that there will be no significant improvement until the end of
the second quarter of 2003. Revenues from the Exclusive Advertising subsidiary
continued to match the pace for 2001.

GROSS PROFIT - Gross Profit decreased from $488,565 for the nine months ended
September 30, 2001, as compared to $199,221 for the nine months ended September
30, 2002, and from $165,828 for the three months ended September 30, 2001 to
$77,515 for the three months ended September 30, 2002. Gross Profit percentages
decreased from 51.1% for the nine months ended September 30, 2001 to 46.1% for
the nine months ended September 30, 2002, and from 65.0% for the three months
ended September 30, 2001 to 48.8% for the three months ended September 30, 2002.
This decrease in gross profit is attributable to the decrease in Laser
Projection Equipment Sales which carries a greater profit margin than the
advertising sales revenue.

OPERATING EXPENSES - The operating expenses incurred by the Company for the nine
months ended September 30, 2001 were $3,368,222 as compared to $4,333,050 for
the nine months ended September 30, 2002. The general expenses decreased by
$1,012,397, and non-cash compensation increased by $1,099,484. The operating
expenses incurred by the Company for the three months ended September 30, 2001
were $1,139,274, as compared to $1,575,346 for the three months ended September
30, 2002. The general expenses decreased by $445,989, and non-cash compensation
increased by $418,630. The decrease in expenses are attributed to the start up
costs for the Company's office in Georgia, which opened in the second quarter of
2001, and also the reduction of costs in the first three quarters of 2002
attributable to business promotions as well as consulting and professional
services. Shares of the Company's capital stock issued for new consulting
services and salary adjustments account for the increase in the non-cash
compensation during this period.


                                       4
<PAGE>

NET LOSS - As a result of the above changes, the net loss for the nine months
ended September 30, 2001 was $3,662,111, as compared to a net loss of $4,214,316
for the nine months ended September 30, 2002, and the net loss for the three
months ended September 30, 2001 was $980,199, as compared to a net loss of
$1,512,889 for the three months ended September 30, 2002. In summary, the
decreases in Sales were matched by decreases in Operating Expenses as expected;
however, these decreases were offset by the shares of the Company's capital
stock issued for new consulting services and salary adjustments which account
for an increase in the non-cash compensation during this period, as well as the
Impairment in Goodwill charge taken during 2002. Depreciation and amortization
also decreased by $122,000 for the nine month period, and by $37,000 for the
three month period.

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 for the nine month period ended September 30th 2002 was $884,545.

As of September 30, 2002, the working capital deficiency was $2,835,000. This
lack of liquidity, together with the Company's 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.

The Company's current assets, as of September 30, 2001, were $1,422,487 as
compared to $646,903 as of September 30, 2002. The bulk of this amount is in
inventory of $523,444 and prepaid expenses of $61,707 and accounts receivable of
$59,318.

As of September 30, 2002, the Company's accounts payable increased to $1,147,219
and accrued expenses increased to $1,505,112, as compared to $1,057,790 and
$618,805, respectively, as of September 30, 2001. Proceeds of borrowings from
related parties were $449,215 and $67,149 from unrelated third parties during
the nine months ended September 30, 2002. The proceeds were used for the on
going operations of the Company.

Shareholder's  deficit as of September 30, 2002 was  $2,273,372,  as compared to
equity of $2,433,868 as of September 30, 2001.

The Company's previous banking facility under that Business Loan Agreement with
Citizens Bank expired on June 29, 2002. The Company will need to raise
additional capital to fund its operations and future acquisitions, as well as to
fund ongoing product research, development and testing. Although the Company has
been in discussions with various private and public lenders, 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
any such funding at all. It is therefore anticipated that the Company will
obtain such additional funding through public or private equity or debt
financing.



                                       5
<PAGE>

On each of May 10, 2002, August 8, 2002 and December 31, 2002, the Company
successfully cloned sales of its capital stock in private offshore transactions
for an aggregate of 23,935,404 shares of its common stock, resulting in net
proceeds to the Company of $160,000, $284,000 and $170,000, respectively. The
proceeds were utilized by the Company for the on going operations.

In addition, during the nine months ended September 30, 2002 the Company issued
1,532,670 shares of its 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.

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 the 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 expects to focus on developing new applications using 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, in time, commercially
viable working models which it anticipates developing into new 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. Subsequent work has resulted in connection with FWBHC and
Boeing. Specifically, the Company successfully completed Phases I, II and III
testing at FWBHC, with Phase III testing having been completed in May 2002. As a
next step in working with FWBHC, LRD is proceeding with the development of the
necessary type of intelligent platform required for the (AOD) Switch. With
respect to Boeing, the initial product proved too heavy and too large for the
sought after application and, despite subsequent submission of a proposal for a
miniaturized version with improved characteristics, project evaluation
constraints have prohibited further evaluation. No work has resulted as of yet
in connection with Empyrean or France Telecom and, because of the non-binding
nature of such Letters of Intent, there can be no assurance that any projects
will be developed with such companies.

In March 2001, the Company introduced the first Ultra-violet (UV) Scanner using
Acousto-Optic Deflection technology. An agreement was subsequently entered into
with the Baylor College of Medicine in Texas to supply such an Ultra-violet (UV)
Scanner to the medical college for testing and evaluation in various research
projects. The Company is currently in the process of final preparations and
testing of a unit built to Baylor specifications.


                                       6
<PAGE>

Item 3.   Controls and Procedures

Within 90 days prior to the date of filing this Quarterly Report on Form 10-QSB,
the Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Chief Executive Officer
and the Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to the
rules promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Based upon that evaluation, the Company's Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective in providing reasonable assurance that
material information relating to the Company required to be included in the
Company's periodic Securities and Exchange Commission filings are timely
recorded, processed, summarized and communicated to the Company's management,
Chief Executive Officer and Chief Financial Officer, as appropriate, to permit
timely decisions regarding required disclosure under the Exchange Act.
Subsequent to the date of that evaluation, there have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect internal controls, nor were any significant deficiencies
and material weaknesses identified which required any corrective actions.


                                       7
<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 alleges 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, and 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.
The Company has been served with the Consolidated Amended Complaint and is
preparing to file and serve an Answer. The Company has not ruled out other
responses, including, without limitation, moving to dismiss portions of the
Consolidated Amended Complaint.

Item 2.   Changes in Securities and Use of Proceeds

     As previously reported, on August 8, 2002 and up to September 30, 2002, the
Company closed on the purchase and sale of 14,294,669 and an additional
1,614,099 shares, respectively of its common stock, par value $.0001 per share
(the "Common Stock"), pursuant to that certain Regulation S Stock Purchase
Agreement dated February 15, 2002, and most recently amended as of October 21,
2002 (as amended, the "Agreement"), which sale resulted in aggregate net
proceeds to the Company of approximately $444,000 and $35,000 respectively. In
addition, on December 31, 2002, the Company closed on the purchase and sale of
an additional 8,026,636 shares of the Common Stock pursuant to the Agreement,
which sales resulted in aggregate net proceeds to the Company of approximately
$135,000. The sale and issuance of the Common Stock to the purchaser under the
Agreement 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"). Such sales were 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.

Item 6.   Exhibits and Reports on 8-K

     (a)  Exhibits:

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


                                       8
<PAGE>


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

     (b)  Reports on Form 8-K:

                 None.


                                       9
<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 21st day of March, 2003.

                                        Light Management Group, Inc.


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


                                       10
<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-QSB of Light Management
     Group, Inc.;

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;

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 we 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 quarterly 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
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly 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 function):

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
     quarterly report whether or not 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: March 21, 2003                    /s/  Donald Iwacha
                                        -------------------------------
                                        Name: Donald Iwacha
                                        Title: Chief Executive Officer


                                       11
<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-QSB of Light Management
     Group, Inc.;

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;

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 we 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 quarterly 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
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly 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 function):

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
     quarterly report whether or not 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: March 21, 2003                    /s/  Barrington Simon
                                        -------------------------------
                                        Name: Barrington Simon
                                        Title: Chief Financial Officer


                                       12
<PAGE>

                                     INDEX


Exhibit  Description
-------  -----------

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.


                                       13