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 March 31, 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                              L7M 1A3
     -----------------------------------                 ---------------------
          Burlington, Ontario, Canada                         (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 May 17, 2002,  there were 34,838,683  shares of the Issuer's common stock,
par value $.0001 per share, issued and outstanding.


<PAGE>


                          LIGHT MANAGEMENT GROUP, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>                                                                                     <C>
FORM 10-Q ITEM                                                                          PAGE

Part I.   Financial Information ...........................................................1

Item 1.   Financial Statements ............................................................1

          (i)     Consolidated Balance Sheet as of March 31, 2002. ........................1

          (ii)    Consolidated  Statements  of  Operations  for the three months
                  ended March 31, 2002 and March 31, 2001. ................................2

          (iii)   Consolidated  Statements  of Cash  Flows for the three  months
                  ended March 31, 2002 and March 31, 2001. ................................3

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

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations .......................................................7

Part II.  Other Information ..............................................................10

Item 1.   Legal Proceedings ..............................................................10

Item 2.   Changes in Securities and Use of Proceeds ......................................10

Item 3.   Defaults Upon Senior Securities ................................................10

Item 6.   Exhibits and Reports on Form 8-K ...............................................10

Signatures ...............................................................................11

</TABLE>


                                        i

<PAGE>

                                     PART I

ITEM 1.   FINANCIAL STATEMENTS

                           LIGHT MANAGEMENT GROUP, INC
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2002
                                   (UNAUDITED)
                                     ASSETS
<TABLE>
<CAPTION>

<S>                                                                             <C>
CURRENT ASSETS:
           Restricted cash                                                      $      25,710
           Accounts receivable (net of allowance of $19,000)                           36,840
           Inventories                                                                306,193
           Prepaid expenses and other current assets                                  206,661
                                                                                -------------
           TOTAL CURRENT ASSETS                                                       575,404

PROPERTY AND EQUIPMENT - net of accumulated depreciation                              269,459

GOODWILL                                                                            1,000,000

PATENTS - net                                                                         519,804

                                                                                -------------
TOTAL ASSETS                                                                    $   2,364,667
                                                                                =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
           Accounts payable                                                     $     989,747
           Accrued expenses                                                         1,058,311
           Note payable - bank                                                         70,859
           Loans payable                                                              271,983
           Due to officers                                                            122,275
           Due to related parties                                                     222,184
                                                                                -------------
           TOTAL CURRENT LIABILITIES                                                2,735,359

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

                                                                                -------------
           TOTAL LIABILITIES                                                        2,791,906
                                                                                -------------

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, 30,233,579  shares issued and outstanding                 3,023
           Additional paid in capital                                              20,293,217
           Deferred compensation                                                     (843,938)
           Accumulated deficit                                                    (19,790,683)
           Accumulated other comprehensive loss                                       (89,135)
                                                                                -------------
             TOTAL STOCKHOLDERS' DEFICIT                                             (427,239)
                                                                                -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                     $   2,364,667
                                                                                =============
</TABLE>

   The accompanying notes are an integral part to these financial statements.

<PAGE>


                           LIGHT MANAGEMENT GROUP, INC
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          For The Three Months Ended
                                                                        March 31,            March 31,
                                                                   -----------------      --------------
                                                                          2002                 2001
                                                                   -----------------      --------------
<S>                                                                 <C>                    <C>
SALES                                                               $    158,863           $    427,797

COST OF SALES                                                             73,200                224,622
                                                                    ------------           ------------

GROSS PROFIT                                                              85,663                203,175
                                                                    ------------           ------------

OPERATING EXPENSES

Selling, general and administrative expenses (exclusive of
  non-cash salaries, bonuses and services reported below)                686,021                638,676

Non-cash salaries, bonuses and services                                  680,854                     --

Depreciation and amortization                                             86,265                127,588
                                                                    ------------           ------------
TOTAL OPERATING EXPENSES                                               1,453,140                766,264
                                                                    ------------           ------------

LOSS FROM OPERATIONS                                                  (1,367,477)              (563,089)

INTEREST EXPENSE                                                          21,905                  7,354
                                                                    ------------           ------------

LOSS BEFORE EXTRAORDINARY ITEM                                        (1,389,382)              (570,443)

EXTRAORDINARY ITEMS - loss on extinguishment of debt                          --               (765,000)
                                                                    ------------           ------------

NET LOSS                                                              (1,389,382)            (1,335,443)

PREFERRED STOCK DIVIDEND                                                 (55,336)               (55,336)
                                                                    ------------           ------------

NET LOSS APPLICABLE TO COMMON STOCK                                 $ (1,444,718)          $ (1,390,779)
                                                                    ============           ============

NET LOSS PER SHARE - BASIC AND DILUTED
          Loss before extraordinary item                            $      (0.05)          $      (0.03)
          Extraordinary item                                                  --                  (0.04)
                                                                    ------------           ------------
NET LOSS PER SHARE                                                  $      (0.05)          $      (0.07)
                                                                    ============           ============

Weighted Average Shares Used in Computation -
  Basic and diluted                                                   27,491,403             21,204,667
                                                                    ============           ============

NET LOSS                                                            $ (1,389,382)          $ (1,335,443)

OTHER COMPREHENSIVE LOSS, NET OF TAX
Foreign currency translation adjustment                                   33,733                (22,611)
                                                                    ------------           ------------
COMPREHENSIVE LOSS                                                  $ (1,355,649)          $ (1,358,054)
                                                                    ============           ============

</TABLE>

   The accompanying notes are an integral part to these financial statements.


                                       2
<PAGE>

                           LIGHT MANAGEMENT GROUP, INC
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                   For The Three Months Ended
                                                                                          ------------------------------------------
                                                                                               March 31,             March 31,
                                                                                          ---------------         ---------------
                                                                                                 2002                   2001
                                                                                          ---------------         ---------------
<S>                                                                                        <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                                                             $(1,389,382)          $(1,335,443)
      Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation and amortization                                                             86,265               127,588
      Extraordinary item - loss on extinguishment of debt                                           --               765,000
      Stock issued for salaries and bonuses                                                    388,104                    --
      Stock issued for consulting services                                                     292,750                    --

      Changes in assets and liabilities:
      Accounts receivable                                                                       29,060               206,097
      Inventories                                                                               (6,193)               62,786
      Prepaid and other current assets                                                          25,067              (109,532)
      Deferred compensation                                                                     80,436                36,478
      Accounts payable                                                                          81,938               112,025
      Accrued expenses                                                                         208,860               100,661
                                                                                           -----------           -----------
NET CASH USED IN OPERATING ACTIVITIES                                                         (203,095)              (34,340)
                                                                                           -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchase of property, plant and equipment                                                   (274)              (23,365)
                                                                                           -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Repayment of note payable - bank                                                          (6,137)              (13,555)
      Net proceeds from loans payable                                                          109,256                    --
      Proceeds from loans payable - related parties                                             67,227                36,357
                                                                                           -----------           -----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                                      170,346                22,802
                                                                                           -----------           -----------

EFFECT OF EXCHANGE RATE CHANGES ON                                                              33,733                22,611
      CASH AND CASH EQUIVALENTS

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                               710               (12,292)

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

                                                                                           -----------           -----------
CASH AND CASH EQUIVALENTS - End of period                                                  $    25,710           $    42,944
                                                                                           ===========           ===========

SUPPLEMENTAL INFORMATION OF CASH FLOW INFORMATION:
      Cash paid for interest                                                               $     2,048           $     7,354
                                                                                           ===========           ===========

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
                                                                                           ===========           ===========
</TABLE>

   The accompanying notes are an integral part to these financial statements.


                                       3
<PAGE>

                          LIGHT MANAGEMENT GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        THREE MONTHS ENDED MARCH 31, 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 three month period ended March 31,
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  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  $2,160,000  at March  31,  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


                                       4
<PAGE>

value to determine whether an indication of impairment  exists. If an 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 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  will conduct the initial test of the carrying
value of its  goodwill,  as required  by SFAS No. 142,  before the end of fiscal
year 2002.  If a portion  of the  Company's  goodwill  or  intangible  assets is
impaired,  then the  Company  will have to include an  impairment  charge on its
statement of operations, which will have the effect of reducing net income.

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:

<TABLE>
<CAPTION>

                                               March 31, 2002         March 31, 2001

<S>                                              <C>                   <C>
Net loss, as reported                            ($1,389,382)          ($1,335,443)
Intangible amortization net of $0 tax                 --                   (42,652)
                                               -------------           -----------
Net loss, pro forma                              ($1,389,382)          ($1,378,095)
                                               =============           ===========

Basic and diluted earnings per share:
Net loss, as reported                                 ($0.05)               ($0.03)
Intangible amortization net of $0 tax                 --                      --
                                               -------------           -----------
Net loss, pro forma                                   ($0.05)              ($0.03)
                                               =============           ===========

</TABLE>

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

During the three months ended March 31, 2002, the Company  borrowed an aggregate
of approximately  $112,000 from two unrelated  sources,  of which  approximately
$22,000  bears  interest at 8% per annum and is payable on demand.  The terms of
the remaining borrowing of approximately $90,000 have not yet been determined.

5.   RELATED PARTY TRANSACTIONS
     --------------------------

Due to officers on the accompanying balance sheet represents the balance owed to
the Chairman of the Company 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
financial statements.

Also, in February 2002, the Company repaid $86,667 representing the balance owed
to the Chief Executive  Officer of the Company for advances and accrued salaries
by issuing


                                       5
<PAGE>

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
financial statements.

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

During the three months ended March 31, 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 4 above.
Certain  of these  costs are for  services  to be  provided  in the  future  and
accordingly, prepaid compensation of approximately $370,750 is shown as deferred
compensation  and  included  in the  reduction  of  equity  in the  accompanying
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.  However,  such per share  purchase  price for the last  5,000,000
shares to be sold shall not be less than $0.06.  As of May 10, 2002, the Company
has sold approximately 3,648,000 shares of stock for net proceeds of $160,000.

In addition,  during April and May of 2002 the Company  issued 100,000 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.



                                       6
<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 6.  Management's  Discussion and Analysis or Plan of Operation,"  and such
other statements,  except historical  facts,  regarding the Company's  financial
position,  business strategy and plans of management for future operations,  may
constitute "forward looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended,  and Section 21E of the Securities  Exchange
Act of 1934, as amended.  These statements,  which include,  but are not limited
to, words such as "expect,"  "anticipate,"  "estimate,"  "plan,"  "project"  and
"intend" are based on management's  beliefs and assumptions,  and on information
currently  available to management and involve  certain known and unknown risks,
uncertainties  and  other  factors  which  may  cause  these  statements  to  be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by these forward-looking  statements. Such factors include,
among others, the Company's ability to finance its operations and the ability to
obtain such  financing,  uncertainties  relating to the  integration of acquired
businesses and operations,  the Company's ability to successfully  implement its
business  plan and  integrate  any  proposed and future  business  arrangements;
potential fluctuations in financial results,  dependence on product development,
rapid  technological  and market change,  failure to complete the manufacture of
products  on schedule  and on budget,  uncertainties  relating  to business  and
economic  conditions in markets in which the Company operates or which relate to
customer plans and commitments;  dependence on intellectual property rights; the
competitive  environment  in which the Company  operates and such other risks as
detailed  from time to time in the  Company's  periodic  reports  filed with the
United  States   Securities  and  Exchange   Commission  and  other   regulatory
authorities.

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-Q 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.


                                       7
<PAGE>

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.  In  light  of  these
discussions,  the Company anticipates that it will have the funding necessary to
meet its cash requirements by the end of the second 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

Quarter Ended March 31,2002 Compared To Quarter Ended March 31, 2001

REVENUES - The Company had sales revenues of $427,797 for the three months ended
March 31,  2001 as compared to  $158,863  for the three  months  ended March 31,
2002.  This  decrease is  primarily  the result of a decline in Laser  Equipment
Sales of $ 298,052 in the first quarter of 2002.

GROSS PROFIT (LOSS) - Gross Profit  decreased from $203,175 for the three months
ended March 31, 2001 to $85,663 for the three months ended March 31, 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
three months ended March 31, 2001 were $ 766,264  compared to $1,453,140 for the
three months ended March 31, 2002.  The general  expenses  increased by $47,345,
and non-cash  compensation by $680,854.  The increase in expenses are attributed
to the additional costs for the Head Office in Georgia,  which had not opened in
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 three months
ended March 31, 2001,  was  $1,335,443,  as compared to a loss of $1,389,382 for
the three months ended March 31, 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 $203,095.

As of March 31, 2002, the working capital  deficiency was $2,160,000.  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.


                                       8
<PAGE>

Our  current  assets,  as of March 31,  2001,  were  $1,734,860  as  compared to
$575,404  as of March  31,  2002.  The bulk of this  amount is in  inventory  of
$306,193 and prepaid expenses of $206,661.

Our accounts  payable  increased to $989,747 and accrued expenses also increased
to  $1,058,311  as of March 31,  2002,  as compared to  $349,003  and  $290,883,
respectively,  as of March 31, 2001. Proceeds of borrowings from related parties
were $67,227  during the three  months  ended March 31,  2002.  The Company also
borrowed $122,000 from unrelated third parties.

Shareholder's  deficit as of March 31, 2002 was $427,239,  as compared to equity
of $4,318,968 as of March 31, 2001.

At March 31, 2002, we had $25,710 in cash used to secure the line of credit.  We
will  need to  raise  additional  capital  to fund  our  operations  and  future
acquisitions  and it is anticipated  that we 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 May 10, 2002, the Company has received approximately $160,000
in financing through the sale of 3,648,437 shares of the Company's common stock.

In addition,  during April and May of 2002 the Company  issued 100,000 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.


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 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.


                                       9
<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
          -----------------------------------------

          On May 10, 2002, the Company closed the purchase and sale of 3,648,437
shares of the Company's common stock, par value $.0001 per share (the "Shares"),
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, which sale resulted in aggregate net proceeds to the
Company  of  approximately  $160,000.  The sale and  issuance  of the Shares was
based, in part, upon representations and warranties of the Purchaser,  including
a representation that the sale of the Shares 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.

          During  April and May of 2002 the  Company  issued  100,000  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.  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
          -------------------------------

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

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

          (a)   Exhibits

                10.1    Regulation S Stock  Purchase  Agreement,  dated February
                        15,  2002,  between the  Company  and Starz  Investments
                        Limited.

                10.2    Addendum  to  Regulation  S  Stock  Purchase   Agreement
                        between the Company and Starz Investments Limited, dated
                        March 15, 2002.

                10.3    Addendum  to  Regulation  S  Stock  Purchase   Agreement
                        between the Company and Starz Investments Limited, dated
                        April 3, 2002.

          (b)   Form 8-K Filings.

                None


                                       10
<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 May, 2002.

                                                Light Management Group, Inc.


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


                                       11