As filed with Securities and Exchange Commission on January 22, 2001
                                                  Registration No. _____________
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             REGISTRATION STATEMENT
                                   ON FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                          LIGHT MANAGEMENT GROUP, INC.
             (Exact name of registrant as specified in its charter)

                Nevada                                       75-2727932
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification No.)

                             Suite 301, 3060 Mainway
                           Burlington, Ontario L7M 1A3
                                  800-465-9216
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                              CONSULTING AGREEMENTS
                              (Full Title of Plan)

                          CSC Services of Nevada, Inc.
                              502 East John Street
                              Carson City, NV 89706
                     (Name and address of agent for service)

                                 (775) 882-3072
          (Telephone number, including area code, of agent for service)

                                 with a copy to:
                            Martin E. Weisberg, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6050

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.


                                      II-1
<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title of each class of       Amount to be          Proposed Maximum       Proposed Maximum             Amount of
   Securities to be         Registered (1)        Offering Price per     Aggregate Offering      Registration Fee (3)
      Registered                                      Share (2)               Price (2)

<S>                         <C>                         <C>                   <C>                       <C>
Common Stock, par           1,750,000                   $0.25                 $437,500                  $104.57
  value $.0001 per
      share

      TOTAL:                1,750,000                                                                   $104.57
</TABLE>

(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby all
additional securities resulting from anti-dilution adjustments under the
Consulting Agreement.

(2) The price per share is estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c); based on the average of the bid
($0.24) and ask ($0.26) prices for the Common Stock as reported on the OTC
Bulletin Board on January 22, 2002.

(3) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price multiplied by .000239.


                                      II-2
<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  heretofore filed by Light Management Group, Inc.,
(hereinafter,   the   "Company")   with  the  Securities   Exchange   Commission
(hereinafter,  the  "Commission")  pursuant to Section  13(a) of the  Securities
Exchange Act of 1934  (hereinafter,  the "1934 Act") are incorporated  herein by
reference:

     (a) The  Company's  Annual  Report filed on Form 10-KSB for the fiscal year
ended December 31, 2000, as filed with the SEC on April 24, 2001, and as amended
by Form 10-KSB/A, as filed with the SEC on June 22, 2001;

     (b) The Company's Proxy Statement on Schedule 14A, as filed with the SEC on
July 16, 2001;

     (c) The  Company's  Quarterly  Report  filed on Form 10-QSB for the quarter
ended March 31, 2001, as filed with the SEC on May 24, 2001;

     (d) The  Company's  Quarterly  Report  filed on Form 10-QSB for the quarter
ended June 30, 2001, as filed with the SEC on August 14, 2001; and

     (e) The  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
September 30, 2001, as filed with the SEC on November 19, 2001.

     All documents  filed by the Company with the  Commission  subsequent to the
date of this  Registration  Statement  pursuant to Section 13(a),  13(c),  14 or
15(d) of the 1934 Act and  prior to the  filing  of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of  the  filing  of  such  documents.  Any  statement  contained  in a  document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such statement.  Any statements so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement, except as indicated herein.


                                      II-3
<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES.

     The Company is authorized to issue 200,000,000  shares of common stock, par
value  $.0001  per  share  (the  "Common  Stock").  As  of  November  16,  2001,
approximately 23,097,790 shares of Common Stock were issued and outstanding.

     The Company is also  authorized  to issue  10,000,000  shares of  preferred
stock, par value $.0001 per share (the "Preferred  Stock").  As of September 30,
2001,  approximately  2,766,798  shares  of  Preferred  Stock  were  issued  and
outstanding.

     The  Common  Stock,  the  securities  to be  registered  pursuant  to  this
Registration Statement on Form S-8, entitle the holders to the following rights:

     Voting  Rights:  Holders of shares of Common Stock are entitled to one vote
per share on all  matters  submitted  to a vote of the  shareholders.  Shares of
Common Stock do not have cumulative voting rights; accordingly, the holders of a
majority of the  shareholder  votes eligible to vote and voting for the election
of the Board of Directors can elect all members of the Board of Directors.

     Dividend  Rights:  Holders of record of shares of Common Stock are entitled
to receive dividends when and if declared by the Board of Directors out of funds
of the Company legally available therefor.

     Liquidation Rights: Upon any liquidation,  dissolution or winding up of the
Company,  holders of shares of Common Stock are entitled to receive pro-rata all
of the assets of the company  available for  distribution to shareholders  after
any distributions are made to the holders of the Preferred Stock.

     Preemptive  Rights:  Holders  of  Common  Stock do not have any  preemptive
rights  to  subscribe  for  or to  purchase  any  stock,  obligations  or  other
securities of the Company.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (a) Section 78.7502 of the Nevada General Corporation Law ("NGCL") provides
that a  corporation  may  indemnify  any  person  who  was or is a  party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another


                                      II-4
<PAGE>

entity, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. With respect to actions or
suits by or in the right of the corporation, section 78.7502 provides that a
corporation may indemnify those serving in the capacities mentioned above
against expenses, including amounts paid in settlement and attorneys' fees
actually and reasonably incurred in connection with the defense or settlement of
the action or suit, provided that such person acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding, or in defense of any claim, issue or
matter therein, the corporation shall indemnify him against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with the
defense.

        Section 78.751 of the NGCL provides that the articles of incorporation,
the bylaws or an agreement made by the corporation may provide that the expenses
of officers and directors incurred in defending an action, suit or proceeding
must be paid by the corporation in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined that
he is not entitled to be indemnified by the corporation. Section 78.751 further
provides that indemnification and advancement of expense provisions contained in
the NGCL shall not be deemed exclusive of any rights to which a director,
officer, employee or agent may be entitled, whether contained in the articles of
incorporation or any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, provided, however, that no indemnification may be made
to or on behalf of any director or officer if a final adjudication establishes
that his acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.

        (b) The  articles  of  incorporation  of the  Company  provide  that the
Company  shall  indemnify  any and all  persons  who may  serve  at any  time as
directors  or officers or who at the  request of the Board of  Directors  of the
Company may serve or at any time have served as directors or officers of another
corporation  in which the  Company at such time owned or may own shares of stock
or  of  which  it  was  or  may  be a  creditor,  and  their  respective  heirs,
administrators,   successors  and  assignees,  against  any  and  all  expenses,
including  amounts  paid  upon  judgments,  counsel  fees  and  amounts  paid in
settlement  (before  or  after  suit is  commenced),  actually  and  necessarily
incurred by such persons in  connection  with the defense or  settlement  of any
claim,  action,  suit or  proceeding  in  which  they,  or any of them  are made
parties,  or a party,  or which may be asserted  against them or any of them, by
reason of being or having been directors or officers or a director or officer of
the  Company,  or such other  corporation,  except in  relation to matters as to
which any such director or officer or former director or officer or person shall
be  adjudged in any action,  suit or  proceeding  to be liable for


                                      II-5
<PAGE>

his own gross  negligence or willful  misconduct in the performance of his duty.
Such  indemnification  shall be in addition  to any other  rights to which those
indemnified  may  be  entitled  under  any  law,  bylaw,   agreement,   vote  of
shareholders or otherwise.

        (c) The bylaws of the Company  provide that the Company shall  indemnify
the  directors  and officers of the Company from and against any and all claims,
judgments  and  liabilities  to which such  directors  or officers  shall become
subject by reason of any action or  omission  alleged to have been taken by such
director or officer,  and shall reimburse each director or officer for all legal
and other expenses  reasonably incurred by him in connection with any such claim
of  liability,   provided,  however,  that  no  director  or  officer  shall  be
indemnified  against,  or be reimbursed for, any expense  incurred in connection
with any claim or liability  arising out of his own gross  negligence or willful
misconduct.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

Exhibit
Number       Description
------       -----------

5.1*         Opinion of Jenkens & Gilchrist Parker Chapin LLP, counsel to
             the Company, as to the legality of Common Stock being offered.

23.1*        Consent of Feldman Sherb & Co., P.C., independent public
             accountants.

23.2*        Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in
             Exhibit 5.1).

24.1*        Powers of Attorney of certain directors and officers of the
             Company.

99.1*        Consulting Agreement dated as of January 14, 2002 by and
             between the Company and Doug G. Furth.

99.2*        Consulting Agreement dated as of January 14, 2002 by and
             between the Company and Mark Fixler.

----------------------
*            Filed herewith.


                                      II-6
<PAGE>

ITEM 9. UNDERTAKINGS.

     The Company hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective  amendment to this registration  statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  this  registration  statement  or any  material  change  to  such
information in the registration statement;

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities  Act  of  1933,  as  amended  (the  "Securities   Act"),   each  such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


                                      II-7
<PAGE>

                                   SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the requirements for filing this  registration  statement on Form S-8 and
has duly caused this  registration  statement  to be signed on its behalf by the
undersigned,  thereunto duly authorized, in the city of Fargo, state of Florida,
on this 22nd day of January, 2002.

                                        LIGHT MANAGEMENT GROUP, INC.


                                        By:/s/ Barrington L. Simon
                                           -------------------------------------
                                           Name:  Barrington L. Simon
                                           Title: Chairman of the Board

                                POWER OF ATTORNEY

             KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
constitutes  and appoints  each of Barrington L. Simon and Donald Iwacha each as
his true and lawful  attorney-in-fact  and agent, for him and in his name, place
and stead, in any and all capacities, each with full power to act alone, to sign
any and all  amendments to this  Registration  Statement,  and to file each such
amendment to this Registration  Statement with all exhibits thereto, and any and
all documents in connection therewith, with the Commission, hereby granting unto
each  attorney-in-fact  and agent full power and authority to do and perform any
and all acts and things  required and  necessary to be done, as fully and to all
intents and purposes as, he might or could do in person,  hereby  ratifying  and
confirming all that each  attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof.

             Pursuant to the  requirements  of the  Securities  Act of 1933,  as
amended,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the 22nd day of January, 2002 indicated.

              Signature                               Title
              ---------                               -----

/s/ Donald Iwacha                         President and Chief Executive Officer
--------------------------------
Name: Donald Iwacha


/s/ Ian Brock                             Director
--------------------------------
Name: Ian Brock


/s/ Barrington L. Simon                   Chairman of the Board and Director
--------------------------------
Name: Barrington L. Simon


/s/ Dr. Arkadi Rozenchtein                Director
--------------------------------
Name: Dr. Arkadi Rozenchtein


/s/ Austin Thorne                         Director
--------------------------------
Name: Austin Thorne


                                      II-8
<PAGE>

Exhibit
Number       Description
------       -----------

5.1*         Opinion of Jenkens & Gilchrist Parker Chapin LLP, counsel to
             the Company, as to the legality of Common Stock being offered.

23.1*        Consent of Feldman Sherb & Co., P.C., independent public
             accountants.

23.2*        Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in
             Exhibit 5.1).

24.1*        Powers of Attorney of certain directors and officers of the
             Company.

99.1*        Consulting Agreement dated as of January 14, 2002 by and
             between the Company and Doug G. Furth.

99.2*        Consulting Agreement dated as of January 14, 2002 by and
             between the Company and Mark Fixler.

----------------------
*            Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "d774783.txt", "description": "FORM S-8", "secsgml_size_bytes": 20250}]
{"company-data": {"conformed-name": "LIGHT MANAGEMENT GROUP INC", "cik": "0000768152", "assigned-sic": "6770", "irs-number": "592091510", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81174", "film-number": "02514277"}, "business-address": {"street1": "3060 MAINWAY DRIVE", "street2": "SUITE 301, BURLINGTON", "city": "ONTARIO L7M 1A3", "state": "A6", "zip": "00000", "phone": "9156821761"}, "mail-address": {"street1": "3060 MAINWAY DRIVE", "street2": "SUITE 301, BURLINGTON", "city": "ONTARIO L7M 1A3", "state": "A6", "zip": "00000"}, "former-company": [{"former-conformed-name": "TRITON ACQUISITION CORP", "date-changed": "19990211"}, {"former-conformed-name": "TRITON ASSET MANAGEMENT INC", "date-changed": "19980409"}, {"former-conformed-name": "VYQUEST INTERNATIONAL CAPITAL INC", "date-changed": "19870312"}]}
As filed with Securities and Exchange Commission on January 22, 2001
                                                  Registration No. _____________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             REGISTRATION STATEMENT
                                   ON FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                          LIGHT MANAGEMENT GROUP, INC.
             (Exact name of registrant as specified in its charter)

                Nevada                                       75-2727932
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification No.)

                             Suite 301, 3060 Mainway
                           Burlington, Ontario L7M 1A3
                                  800-465-9216
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                              CONSULTING AGREEMENTS
                              (Full Title of Plan)

                          CSC Services of Nevada, Inc.
                              502 East John Street
                              Carson City, NV 89706
                     (Name and address of agent for service)

                                 (775) 882-3072
          (Telephone number, including area code, of agent for service)

                                 with a copy to:
                            Martin E. Weisberg, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6050

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

                                      II-1
CALCULATION OF REGISTRATION FEE
Title of each class of       Amount to be          Proposed Maximum       Proposed Maximum             Amount of
   Securities to be         Registered (1)        Offering Price per     Aggregate Offering      Registration Fee (3)
      Registered                                      Share (2)               Price (2)
Common Stock, par           1,750,000                   $0.25                 $437,500                  $104.57
  value $.0001 per
      share

      TOTAL:                1,750,000                                                                   $104.57
(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby all
additional securities resulting from anti-dilution adjustments under the
Consulting Agreement.

(2) The price per share is estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c); based on the average of the bid
($0.24) and ask ($0.26) prices for the Common Stock as reported on the OTC
Bulletin Board on January 22, 2002.

(3) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price multiplied by .000239.

                                      II-2
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  heretofore filed by Light Management Group, Inc.,
(hereinafter,   the   "Company")   with  the  Securities   Exchange   Commission
(hereinafter,  the  "Commission")  pursuant to Section  13(a) of the  Securities
Exchange Act of 1934  (hereinafter,  the "1934 Act") are incorporated  herein by
reference:

     (a) The  Company's  Annual  Report filed on Form 10-KSB for the fiscal year
ended December 31, 2000, as filed with the SEC on April 24, 2001, and as amended
by Form 10-KSB/A, as filed with the SEC on June 22, 2001;

     (b) The Company's Proxy Statement on Schedule 14A, as filed with the SEC on
July 16, 2001;

     (c) The  Company's  Quarterly  Report  filed on Form 10-QSB for the quarter
ended March 31, 2001, as filed with the SEC on May 24, 2001;

     (d) The  Company's  Quarterly  Report  filed on Form 10-QSB for the quarter
ended June 30, 2001, as filed with the SEC on August 14, 2001; and

     (e) The  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
September 30, 2001, as filed with the SEC on November 19, 2001.

     All documents  filed by the Company with the  Commission  subsequent to the
date of this  Registration  Statement  pursuant to Section 13(a),  13(c),  14 or
15(d) of the 1934 Act and  prior to the  filing  of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of  the  filing  of  such  documents.  Any  statement  contained  in a  document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such statement.  Any statements so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement, except as indicated herein.

                                      II-3
ITEM 4. DESCRIPTION OF SECURITIES.

     The Company is authorized to issue 200,000,000  shares of common stock, par
value  $.0001  per  share  (the  "Common  Stock").  As  of  November  16,  2001,
approximately 23,097,790 shares of Common Stock were issued and outstanding.

     The Company is also  authorized  to issue  10,000,000  shares of  preferred
stock, par value $.0001 per share (the "Preferred  Stock").  As of September 30,
2001,  approximately  2,766,798  shares  of  Preferred  Stock  were  issued  and
outstanding.

     The  Common  Stock,  the  securities  to be  registered  pursuant  to  this
Registration Statement on Form S-8, entitle the holders to the following rights:

     Voting  Rights:  Holders of shares of Common Stock are entitled to one vote
per share on all  matters  submitted  to a vote of the  shareholders.  Shares of
Common Stock do not have cumulative voting rights; accordingly, the holders of a
majority of the  shareholder  votes eligible to vote and voting for the election
of the Board of Directors can elect all members of the Board of Directors.

     Dividend  Rights:  Holders of record of shares of Common Stock are entitled
to receive dividends when and if declared by the Board of Directors out of funds
of the Company legally available therefor.

     Liquidation Rights: Upon any liquidation,  dissolution or winding up of the
Company,  holders of shares of Common Stock are entitled to receive pro-rata all
of the assets of the company  available for  distribution to shareholders  after
any distributions are made to the holders of the Preferred Stock.

     Preemptive  Rights:  Holders  of  Common  Stock do not have any  preemptive
rights  to  subscribe  for  or to  purchase  any  stock,  obligations  or  other
securities of the Company.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (a) Section 78.7502 of the Nevada General Corporation Law ("NGCL") provides
that a  corporation  may  indemnify  any  person  who  was or is a  party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another

                                      II-4
entity, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. With respect to actions or
suits by or in the right of the corporation, section 78.7502 provides that a
corporation may indemnify those serving in the capacities mentioned above
against expenses, including amounts paid in settlement and attorneys' fees
actually and reasonably incurred in connection with the defense or settlement of
the action or suit, provided that such person acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding, or in defense of any claim, issue or
matter therein, the corporation shall indemnify him against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with the
defense.

        Section 78.751 of the NGCL provides that the articles of incorporation,
the bylaws or an agreement made by the corporation may provide that the expenses
of officers and directors incurred in defending an action, suit or proceeding
must be paid by the corporation in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined that
he is not entitled to be indemnified by the corporation. Section 78.751 further
provides that indemnification and advancement of expense provisions contained in
the NGCL shall not be deemed exclusive of any rights to which a director,
officer, employee or agent may be entitled, whether contained in the articles of
incorporation or any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, provided, however, that no indemnification may be made
to or on behalf of any director or officer if a final adjudication establishes
that his acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.

        (b) The  articles  of  incorporation  of the  Company  provide  that the
Company  shall  indemnify  any and all  persons  who may  serve  at any  time as
directors  or officers or who at the  request of the Board of  Directors  of the
Company may serve or at any time have served as directors or officers of another
corporation  in which the  Company at such time owned or may own shares of stock
or  of  which  it  was  or  may  be a  creditor,  and  their  respective  heirs,
administrators,   successors  and  assignees,  against  any  and  all  expenses,
including  amounts  paid  upon  judgments,  counsel  fees  and  amounts  paid in
settlement  (before  or  after  suit is  commenced),  actually  and  necessarily
incurred by such persons in  connection  with the defense or  settlement  of any
claim,  action,  suit or  proceeding  in  which  they,  or any of them  are made
parties,  or a party,  or which may be asserted  against them or any of them, by
reason of being or having been directors or officers or a director or officer of
the  Company,  or such other  corporation,  except in  relation to matters as to
which any such director or officer or former director or officer or person shall
be  adjudged in any action,  suit or  proceeding  to be liable for

                                      II-5
his own gross  negligence or willful  misconduct in the performance of his duty.
Such  indemnification  shall be in addition  to any other  rights to which those
indemnified  may  be  entitled  under  any  law,  bylaw,   agreement,   vote  of
shareholders or otherwise.

        (c) The bylaws of the Company  provide that the Company shall  indemnify
the  directors  and officers of the Company from and against any and all claims,
judgments  and  liabilities  to which such  directors  or officers  shall become
subject by reason of any action or  omission  alleged to have been taken by such
director or officer,  and shall reimburse each director or officer for all legal
and other expenses  reasonably incurred by him in connection with any such claim
of  liability,   provided,  however,  that  no  director  or  officer  shall  be
indemnified  against,  or be reimbursed for, any expense  incurred in connection
with any claim or liability  arising out of his own gross  negligence or willful
misconduct.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

Exhibit
Number       Description
------       -----------

5.1*         Opinion of Jenkens & Gilchrist Parker Chapin LLP, counsel to
             the Company, as to the legality of Common Stock being offered.

23.1*        Consent of Feldman Sherb & Co., P.C., independent public
             accountants.

23.2*        Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in
             Exhibit 5.1).

24.1*        Powers of Attorney of certain directors and officers of the
             Company.

99.1*        Consulting Agreement dated as of January 14, 2002 by and
             between the Company and Doug G. Furth.

99.2*        Consulting Agreement dated as of January 14, 2002 by and
             between the Company and Mark Fixler.

----------------------
*            Filed herewith.

                                      II-6
ITEM 9. UNDERTAKINGS.

     The Company hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective  amendment to this registration  statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  this  registration  statement  or any  material  change  to  such
information in the registration statement;

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities  Act  of  1933,  as  amended  (the  "Securities   Act"),   each  such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-7
SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the requirements for filing this  registration  statement on Form S-8 and
has duly caused this  registration  statement  to be signed on its behalf by the
undersigned,  thereunto duly authorized, in the city of Fargo, state of Florida,
on this 22nd day of January, 2002.

                                        LIGHT MANAGEMENT GROUP, INC.

                                        By:/s/ Barrington L. Simon
                                           -------------------------------------
                                           Name:  Barrington L. Simon
                                           Title: Chairman of the Board

                                POWER OF ATTORNEY

             KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
constitutes  and appoints  each of Barrington L. Simon and Donald Iwacha each as
his true and lawful  attorney-in-fact  and agent, for him and in his name, place
and stead, in any and all capacities, each with full power to act alone, to sign
any and all  amendments to this  Registration  Statement,  and to file each such
amendment to this Registration  Statement with all exhibits thereto, and any and
all documents in connection therewith, with the Commission, hereby granting unto
each  attorney-in-fact  and agent full power and authority to do and perform any
and all acts and things  required and  necessary to be done, as fully and to all
intents and purposes as, he might or could do in person,  hereby  ratifying  and
confirming all that each  attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof.

             Pursuant to the  requirements  of the  Securities  Act of 1933,  as
amended,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the 22nd day of January, 2002 indicated.

              Signature                               Title
              ---------                               -----

/s/ Donald Iwacha                         President and Chief Executive Officer
--------------------------------
Name: Donald Iwacha

/s/ Ian Brock                             Director
--------------------------------
Name: Ian Brock

/s/ Barrington L. Simon                   Chairman of the Board and Director
--------------------------------
Name: Barrington L. Simon

/s/ Dr. Arkadi Rozenchtein                Director
--------------------------------
Name: Dr. Arkadi Rozenchtein

/s/ Austin Thorne                         Director
--------------------------------
Name: Austin Thorne

                                      II-8
Exhibit
Number       Description
------       -----------

5.1*         Opinion of Jenkens & Gilchrist Parker Chapin LLP, counsel to
             the Company, as to the legality of Common Stock being offered.

23.1*        Consent of Feldman Sherb & Co., P.C., independent public
             accountants.

23.2*        Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in
             Exhibit 5.1).

24.1*        Powers of Attorney of certain directors and officers of the
             Company.

99.1*        Consulting Agreement dated as of January 14, 2002 by and
             between the Company and Doug G. Furth.

99.2*        Consulting Agreement dated as of January 14, 2002 by and
             between the Company and Mark Fixler.

----------------------
*            Filed herewith.