UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-QSB


(Mark One)
       [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 UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

             For the transition period from                  to
                                            ----------------    ----------------
                    Commission file number         0-4846-3
                                            -----------------------------

                             LumaLite Holdings, Inc.
             -----------------------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

   Nevada                                               82-0288840
------------------------------------------------------------------------------
(State or other jurisdiction                        (IRS Employer
  of incorporation or organization)                    Identification No.)

               2810 Via Orange Way, Ste B, Spring Valley, CA 91978
                    (Address of principal executive offices)

                                 (619) 660-5410
                  --------------------------------------------
                            Issuer's telephone number


(Former  name,  former  address and former  fiscal year,  if changed  since last
report.)


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes ----- No -----



<PAGE>




                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practical date:  Approximately 28,510,287 shares
as of October 29, 2002


     Transitional Small Business  Disclosure Format (check one). Yes   ; No X
                                                                    ---    ---






































<PAGE>




                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION


Item 1.           Financial Statements.

     Unaudited Condensed  Consolidated  Balance Sheets at September 30, 2002 and
     December 31, 2001.

     Unaudited  Condensed  Consolidated  Statements of Operations  for the Three
     Months and Nine Months ended September 30, 2002 and 2001.

     Unaudited  Condensed  Consolidated  Statements  of Cash  Flows for the Nine
     Months ended September 30, 2002 and 2001.

     Notes to Interim Unaudited  Consolidated  Financial Statements at September
     30, 2002.


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

Item 3.  Controls and Procedures

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

Item 2.  Changes in Securities.

Item 3.  Defaults Upon Senior Securities.

Item 4.  Submission of Matters to a Vote of Security Holders.

Item 5.  Other Information.

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










<PAGE>




                                     PART I

Item 1.  Financial Statements


                         INDEPENDENT ACCOUNTANT'S REPORT

To the Board of Directors and Shareholders
LumaLite Holdings, Inc. and Subsidiary



     We have reviewed the accompanying  condensed consolidated balance sheets of
LumaLite Holdings, Inc. and subsidiary as of September 30, 2002 and December 31,
2001 and the related  condensed  consolidated  statements of operations  for the
three and nine month and cash flows for the nine month periods  ended  September
30, 2002 and 2001.  These condensed  consolidated  financial  statements are the
responsibility of the Company's management.

     We conducted our review in accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.

     Based on our review,  we are not aware of any material  modifications  that
should be made to the accompanying  condensed  consolidated financial statements
for them to be in conformity with generally accepted accounting principles.

                             Respectfully submitted



                             /s/ Robison, Hill & Co.
                         ---------------------------------------
                          Certified Public Accountants



Salt Lake City, Utah
October 24, 2002





<PAGE>



                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                          (Unaudited)
                                                                               September 30,        December 31,
                                                                                    2002                2001
                                                                             ------------------  ------------------
Assets:

Current assets:
<S>                                                                          <C>                  <C>
   Cash                                                                      $                   $           52,492
   Accounts receivable, net of allowance for doubtful accounts                          334,592             388,569
   Inventories                                                                          286,482             316,706
   Other current assets                                                                  27,257                   -
                                                                             ------------------  ------------------

      Total current assets                                                              648,331             757,767
                                                                             ------------------  ------------------

Equipment:
   Manufacturing equipment                                                              219,167                   -
   Demo equipment                                                                        24,750              24,750
   Computer equipment                                                                    14,942               6,681
   Furniture & fixtures                                                                   6,334               4,709
   Test equipment                                                                         5,958               5,958
                                                                             ------------------  ------------------
                                                                                        271,151              42,098
      Less accumulated depreciation                                                     (47,586)            (10,646)
                                                                             ------------------  ------------------

         Equipment, net of accumulated depreciation                                     223,565              31,452
                                                                             ------------------  ------------------

Other non-current assets:
   Intangible assets                                                                    337,774                   -
   Deposits                                                                               3,662               3,662
                                                                             ------------------  ------------------

      Total other non-current assets                                                    341,436               3,662
                                                                             ------------------  ------------------

         Total assets                                                        $        1,213,332  $          792,881
                                                                             ==================  ==================

</TABLE>












<PAGE>



                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Continued)

<TABLE>
<CAPTION>

                                                                                          (Unaudited)
                                                                               September 30,        December 31,
                                                                                    2002                2001
                                                                             ------------------  ------------------

Liabilities and Stockholders' Deficit:

Current liabilities:
<S>                                                                          <C>                 <C>
   Accounts payable, trade                                                   $          539,820  $          172,879
   Checks written in excess of cash in bank                                              13,137                   -
   Accrued expenses                                                                     157,740             283,153
   Due to related party                                                                 110,000                   -
   Accrued wages                                                                        195,224             186,482
                                                                             ------------------  ------------------

      Total current liabilities                                                       1,015,921             642,514
                                                                             ------------------  ------------------

Stockholders' Equity:
   Preferred Stock, par value $.001 per share
      Authorized 10,000,000 shares,
      None issued at September 30, 2002 and
      December 31, 2001                                                                       -                   -

   Common Stock, par value $.001 per share
      Authorized 100,000,000 shares,
      Issued 28,510,287 Shares at September 30, 2002
      and 27,507,529 Shares at December 31, 2001                                         28,510              27,507
   Additional paid-in capital                                                           414,640             401,182
   Retained Earnings                                                                   (245,739)           (278,322)
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                         197,411             150,367
                                                                             ------------------  ------------------

     Total Liabilities and
       Stockholders' Equity                                                  $        1,213,332  $          792,881
                                                                             ==================  ==================

</TABLE>







                 See accompanying notes and accountants' report.


<PAGE>



                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                    (Unaudited)                           (Unaudited)
                                               For the Three Months                   For the Nine Months
                                                Ended September 30,                             Ended September 30,
                                        -----------------------------------  --------------------------------------
                                               2002              2001               2002                2001
                                        ------------------ ----------------  ------------------  ------------------

<S>                                     <C>                <C>                        <C>        <C>
Revenues                                $          502,477 $      1,664,542           1,663,529  $        2,911,312
Cost of revenues                                   400,610          620,763             867,264           1,286,065
                                        ------------------ ----------------  ------------------  ------------------
     Gross Profit                                  101,867        1,043,779             796,265           1,625,247
                                        ------------------ ----------------  ------------------  ------------------

Expenses
  Sales and marketing                               91,802          193,219             369,032             359,793
  Research and development                               -           10,082              83,548              34,074
  General and administrative                        33,009          448,236             280,621             585,791
                                        ------------------ ----------------  ------------------  ------------------

     Total costs and expenses                      124,811          651,537             733,201             979,658
                                        ------------------ ----------------  ------------------  ------------------

Other Income (Expense)
  Interest income                                        1              388                 462               1,058
  Interest expense                                  (4,573)         (12,618)             (5,243)            (12,618)
                                        ------------------ ----------------  ------------------  ------------------

     Net Other Income (Expense)                     (4,572)         (12,230)             (4,781)            (11,560)
                                        ------------------ ----------------  ------------------  ------------------

Income taxes
   Federal                                          (8,000)         129,000              21,000             215,000
   State                                            (2,100)          30,000               4,700              50,000
                                        ------------------ ----------------  ------------------  ------------------

     Total income taxes                            (10,100)         159,000              25,700             265,000
                                        ------------------ ----------------  ------------------  ------------------

Net Income (Loss)                       $          (17,416)$        221,012  $           32,583  $          369,029
                                        ================== ================  ==================  ==================

Weighted Average
Shares Outstanding                      28,510,287               27,507,529          28,510,287          27,507,529
                                        ================== ================  ==================  ==================

Loss per Common Share                   $                  $ -         0.01  $                   $-            0.01
                                        ================== ================  ==================  ==================




</TABLE>


                 See accompanying notes and accountants' report.



<PAGE>



                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                       (Unaudited)
                                                                For the nine months ended
                                                                      September 30,
                                                          -------------------------------------
                                                                2002                2001
                                                          -----------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:

<S>                                                       <C>                <C>
   Net Income                                             $          32,583  $          369,029
Adjustments necessary to reconcile net loss
   to net cash used in operating activities:

      Depreciation and amortization                                  36,940               7,364
      Decrease (increase) in accounts receivable                     53,977            (349,674)
      Decrease (increase) in inventories                             30,224            (160,742)
      Decrease (increase) in other current assets                   (27,257)            (11,771)
      Increase (decrease) in checking overdraft                      13,137             (17,229)
      Increase (decrease) in accounts payable                       366,939             159,410
      Increase (decrease) in accrued expenses                      (125,413)             30,656
      Increase (decrease) in accrued wages                            8,742              24,522

                                                          -----------------  ------------------
  Net Cash Used in operations                                       389,872              51,565
                                                          -----------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of intangible assets                                   (337,774)                  -
Acquisition of equipment                                           (229,053)            (10,143)
                                                          -----------------  ------------------
Net cash provided by (used) investing activities                   (566,827)            (10,143)
                                                          -----------------  ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
(Repayments) borrowings on short term notes                               -             (20,044)
Proceeds from shareholder notes payable                             110,000                   -
Repayment of notes payable to shareholder                                 -            (174,000)
Common stock issued for cash                                        500,000             258,013
Merger expenses                                                    (485,537)                  -
                                                          -----------------  ------------------

 Net Cash Provided by Financing Activities                          124,463              63,969
                                                          -----------------  ------------------

Net (Decrease) Increase in
                                                                    (52,492)            105,391
Cash and Cash Equivalents
  at Beginning of Period                                             52,492                   -
                                                          -----------------  ------------------
Cash and Cash Equivalents
  at End of Period                                        $                  $          105,391
                                                          =================  ==================
</TABLE>
<PAGE>

                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Continued)

<TABLE>
<CAPTION>


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
<S>                                                       <C>                <C>
  Interest                                                $             478  $                -
  Franchise and income taxes                              $         120,000  $              800
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:

     In April 2002, the reverse merger with LumaLite was completed (see Note 6).
Upon  completion  of the  merger,  all of the issued and  outstanding  shares of
common stock of LumaLite were  cancelled  and converted  into a right to receive
17,800,000  post-reverse  split shares  (approximately  62.46% of the  currently
outstanding common stock).

     Effective  with the merger,  the holders of debt in the original  amount of
$725,000 converted the principal amount of the debt, plus accrued interest, into
10,118,744 post-reverse split shares of common stock (approximately 35.5% of the
outstanding common stock).

     In  connection  with  the  merger,  Lincoln  Properties  Ltd.,  one  of the
principal  stockholders prior to the merger,  contributed  296,732  post-reverse
split shares of common stock back to the Company.



















                 See accompanying notes and accountants' report.


<PAGE>



                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
         ---------------------------------------------------------------

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This  summary of  accounting  policies for  LumaLite  Holdings,  Inc. ( the
"Company"  or "LHI") is  presented  to assist  in  understanding  the  Company's
financial  statements.  The accounting  policies  conform to generally  accepted
accounting  principles and have been consistently  applied in the preparation of
the financial statements.

Interim Reporting

     The  unaudited  financial  statements  as of September 30, 2002 and for the
three and nine month periods ended  September 30, 2002 and 2001 reflect,  in the
opinion of management,  all  adjustments  (which  include only normal  recurring
adjustments)  necessary  to fairly state the  financial  position and results of
operations  for such the three and nine month  periods.  Operating  results  for
interim  periods are not  necessarily  indicative  of the  results  which can be
expected for full years.

Organization and Basis of Presentation

     The accompanying  consolidated financial statements include the accounts of
the Company and its wholly owned  subsidiary  LumaLite,  Inc. "(LLI)" During the
year ended  December 31,  2001,  the Company had no  operations  under its prior
name,  Consil  Corporation.  On April 10, 2002, the Company  changed its name to
LumaLite Holdings, Inc. and through a series of transactions,  reincorporated in
Nevada from Idaho.  On April 16, 2002, the Company closed on a transaction  with
LLI whereby LLI merged into Consil Merger Corporation, a wholly owned subsidiary
of  the  Company,  in a  "reverse  merger"  such  that  LLI  was  the  surviving
corporation and wholly owned by the Company.

Nature of Business

     LHI and its subsidiary are in the business of developing, manufacturing and
selling  advanced medical devices for the dental industry that use the Company's
proprietary technology. LHI and its subsidiary operate from its sole location in
Spring Valley, California..

Principles of Consolidation

     The consolidated  financial  statements for the three and nine months ended
September  30, 2002 and 2001 include the  accounts of the parent  entity and its
wholly owned subsidiary LLI.

     All  significant   intercompany   balances  and   transactions   have  been
eliminated.





<PAGE>



                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
         ---------------------------------------------------------------
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Pervasiveness of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Depreciation

     Fixed assets are stated at cost.  Depreciation is calculated  using the 200
percent  declining  balance method over the estimated useful lives of the assets
as follows:


                     Asset                              Rate
------------------------------------------------  -----------------
Manufacturing equipment                                     5 years
Demo equipment                                              3 years
Computer equipment                                          5 years
Furniture & fixtures                                        7 years
Test equipment                                              7 years

     Maintenance  and  repairs  are  charged  to  operations;   betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

Inventories

     Inventories are stated at lower of cost or market,  with cost determined on
the first-in, first-out method.

Inventories consist of:
<TABLE>
<CAPTION>

                                                  September 30,        December 31,
                                                      2002                 2001
                                                -----------------    -----------------

<S>                                             <C>                  <C>
Finished Goods                                  $          42,564    $         112,543
Raw Materials                                             243,918              204,163
                                                -----------------    -----------------

         Total Inventory                        $         286,482    $         316,706
                                                =================    =================
</TABLE>
<PAGE>


                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
         ---------------------------------------------------------------
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Cash and Cash Equivalents

     For purposes of the  statement  of cash flows,  the Company  considers  all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Income Taxes

     The Company accounts for income taxes under the provisions of SFAS No. 109,
"Accounting  for Income  Taxes." SFAS No. 109 requires  recognition  of deferred
income  tax  assets  and   liabilities   for  the  expected  future  income  tax
consequences,  based on enacted tax laws, of temporary  differences  between the
financial reporting and tax bases of assets and liabilities.

     At September 30, 2002 there were no deferred taxes resulting from temporary
differences  in the  recognition of income and expenses for income tax reporting
and financial statement reporting purposes.

Reclassifications

     Certain  reclassifications  have  been  made  in  the  September  30,  2001
financial statements to conform with the September 30, 2002 presentation.

Revenue recognition

     Revenue is  recognized  from sales of  product at the time of  shipment  to
customers.

Advertising Expense

     Advertising costs are expensed when the services are provided.

Concentrations of Credit Risk

     The Company has no significant  off-balance-sheet  concentrations of credit
risk such as foreign  exchange  contracts,  options  contracts or other  foreign
hedging  arrangements.  The Company  maintains the majority of its cash balances
with one financial institution, in the form of demand deposits.



<PAGE>



                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
         ---------------------------------------------------------------
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Loss per Share

     The  reconciliations  of the numerators and  denominators of the basic loss
per share computations are as follows:
<TABLE>
<CAPTION>

                                                              Income              Shares             Per-Share
                                                           (Numerator)         (Denominator)           Amount
                                                        ------------------  -------------------  ------------------
                                                               For the Three Months Ended September 30, 2002
                                                        -----------------------------------------------------------
Basic Loss per Share
<S>                                                     <C>                          <C>         <C>
Loss to common shareholders                             $          (17,416)          28,510,287  $               -
                                                        ==================  ===================  ==================

                                                               For the Three Months Ended September 30, 2001
                                                        -----------------------------------------------------------
Basic Income per Share
Income to common shareholders                           $          221,012           27,507,529  $             0.01
                                                        ==================  ===================  ==================

                                                                            ===================  ==================
                                                               For the Nine Months Ended September 30, 2002
                                                        --------------------===================--==================
Basic Income per Share
Income to common shareholders                           $           32,583           28,510,287  $                -
                                                        ==================  ===================  ==================

                                                               For the Nine Months Ended September 30, 2001
                                                        -----------------------------------------------------------
Basic Income per Share
Income to common shareholders                           $          369,029           27,507,529  $             0.01
                                                        ==================  ===================  ==================

</TABLE>

     Options to purchase 98,298 shares of common stock were  outstanding  during
September  30,  2002  and  December  31,  2001  but  were  not  included  in the
computation  of diluted  Earnings Per Share because the options'  exercise price
was greater than the average market price of the common shares.

NOTE 2 - RELATED PARTY TRANSACTIONS

Notes payable to related parties are as follows:
<TABLE>
<CAPTION>

                                                 September 30,       December 31,
                                                     2002                2001
                                               -----------------  ------------------
Promissory note, repayable to
   Officers of the Company, due
   on demand including
<S>                                            <C>                <C>
   interest at 15%, unsecured                  $         110,000  $               -
                                               =================  ==================
</TABLE>




<PAGE>



                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
         ---------------------------------------------------------------
                                   (Continued)


NOTE 3 - STOCK OPTIONS

     The options have a five or ten-year  life. The following  summarizes  stock
option  activity  during the nine months ended September 30, 2002 and year ended
December 31, 2001:
<TABLE>
<CAPTION>


                                             September 30, 2002                     December 31, 2001
                                     -----------------------------------  --------------------------------------
                                                          Exercise                                 Exercise
                                         Shares          Price/Share            Shares           Price/Share
                                     --------------- -------------------  ------------------  ------------------
Options outstanding,
<S>                                           <C>      <C>                        <C>             <C>
  Beginning of period:                        98,298   $0.0292-$0.117              2,581,496       $0.0292
Options granted                              367,647       $0.272                     81,202        $0.117
Options exercised                                  -          -                   (2,564,400)      $0.0292
Options canceled                                   -          -                            -          -
                                     ---------------                      ------------------
   Options outstanding,
         End of period:                      465,945   $0.0292-$0.272                 98,298    $0.0292-$0.117
                                     ===============                      ==================
</TABLE>

     Of the  aggregate  options,  98,298 of the options have a vesting  schedule
that permits  exercise of twenty-five  percent of such amount (24,575 options on
the date one year from the date of grant and an additional  twenty-five  percent
of such amount on each of the second,  third and fourth  anniversary  dates from
the dates of grant (24,575; 24575 and 24573 options, respectively).

NOTE 4 - ECONOMIC DEPENDENCE

     The Company does not utilize any  specialized raw materials and as such any
and all materials are readily available. The Company is not aware of any problem
that exist at present  time or that is projected to occur within the near future
that will materially affect the source and availability of raw materials,  which
would be required by the Company.  The Company acquires  approximately 5% of the
products it produces  and markets  from a single  supplier.  Although  there are
other  suppliers,  a change in suppliers  would cause a delay in the  production
process, which could ultimately affect operating results.

NOTE 5 - COMMITMENTS

     The Company has entered into a lease agreement for its office and warehouse
facilities.  The rental charges are  approximately  $5,197 per month.  The lease
expires November 30, 2005.






<PAGE>



                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
         ---------------------------------------------------------------
                                   (Continued)

NOTE 5 - COMMITMENTS (continued)

     The minimum  future  lease  payments  under these  leases for the next five
years are:
<TABLE>
<CAPTION>


      Twelve Months                                           Real Property         Equipment
     Ended December
           31:
-------------------------                                   -------------------------------------
<S>                                                         <C>                 <C>
         2002                                               $          49,028   $               -
         2003                                                          63,176                   -
         2004                                                          65,727                   -
         2005                                                          56,974                   -
         2006                                                               -                   -
                                                            -----------------   -----------------
         Total minimum future lease payments                $         234,905   $               -
                                                            =====================================
</TABLE>

     The leases generally  provide that insurance,  maintenance and tax expenses
are  obligations  of the Company.  It is expected  that in the normal  course of
business,  leases  that  expire  will be renewed or  replaced by leases on other
properties.

NOTE 6 - DEFAULT ON SALE OF COMMON STOCK

     On January 2, 2002, prior to the Merger and pursuant to written  agreements
for the purchase and sale of stock,  LLI sold an aggregate of 502,758  shares of
common stock of LLI to five  investors for an aggregate  purchase  price of $1.5
million. The shares of LLI were issued and in accordance with the stock purchase
agreement,  the buyers were to pay six equal monthly  installments  beginning on
May 1, 2002.  The buyers  are in default  under the terms of the stock  purchase
agreements  and the  Company,  after  review  of the  matter,  is  attempting  a
settlement  with  the  buyers.  Although  as of the  date  of this  report,  the
settlement has not been completed, it is the Company's intent to complete such a
settlement.  Accordingly,  the Company has not recorded the receivable  from the
buyers of the $1.5 million and the corresponding  increase to additional paid in
capital. However, since the shares of common stock of the Company are issued and
outstanding  and the  Company  has  not  received  any  consideration  for  such
issuance,  the Company has  recorded  the  issuance of 502,758  shares of common
stock of the Company and has reduced additional paid in capital in the aggregate
amount of $178,  representing the aggregate of the par value of such shares that
has not been collected.

NOTE 7 - REVERSE MERGER

     In December 2001, the Company entered into an agreement with LLI.  Pursuant
to which a newly formed wholly owned Company subsidiary merged with and into LLI
(the  "Merger").  In connection  with the Merger,  in early  January  2002,  the
Company  completed a private placement of 12,500,000 shares of common stock with
three accredited investors for an aggregate purchase price


<PAGE>



                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
         ---------------------------------------------------------------
                                   (Continued)

NOTE 7 - REVERSE MERGER (Continued)

of  $500,000.  Following  the  reverse  split,  as  described  below,  the three
accredited  investors  held 500,000  shares of common stock of the Company.  The
stock was sold in reliance on the exemption from registration provided under ss.
4(2) of the  Securities  Act of 1933, as amended.  The Proceeds from the private
placement  were  placed  in  escrow  and were  used  primarily  to pay costs and
expenses associated with the Merger.

     As  contemplated  by the Merger,  in March 2002,  the  stockholders  of the
Company  approved a 25 for 1 reverse split of its  outstanding  shares of common
stock,  amended and  restated  the  Company's  articles and bylaws and moved the
state of incorporation  from Idaho to Nevada.  The Company also changed its name
to LumaLite  Holdings,  Inc. and, through a series of transactions,  amended and
restated its  articles of  incorporation  and its bylaws.  On April 16, 2002 the
Company completed the Merger.

     In the Merger,  all of LLI's issued and outstanding  shares of common stock
were  cancelled and converted  into a right to receive  17,800,000  post reverse
split  common  shares of the Company  (approximately  62.46% of the  outstanding
common stock of the Company  following the reverse split of the common shares of
the Company).

     In connection with the Merger, one of the Company's principal  stockholders
prior to the Merger,  contributed  296,732 post  reverse  split shares of common
stock of the  Company,  back to the Company and holders of debt in the  original
amount of $725,000  converted  the  principal  amount of the debt,  plus accrued
interest,  into  10,118,744  post  reverse  split  shares of common stock of the
Company (approximately 35.5% of the outstanding common stock of the Company).

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

CAUTIONARY STATEMENTS:

     This report contains certain forward-looking  statements within the meaning
of Section 27A of the  Securities  Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The Company plans that such forward-looking  statements be
subject  to the safe  harbors  created  by such  statutes.  The  forward-looking
statements  included  herein are based on current  expectations  that  involve a
number of risks and uncertainties.  Accordingly,  to the extent that this report
contains forward-looking statements regarding the financial condition, operating
results,  business  prospects or any other aspect of the Company,  the Company's
actual  financial  condition,  operating  results and business  performance  may
differ   materially   from  that  projected  or  estimated  by  the  Company  in
forward-looking  statements.  The  differences  may be caused  by a  variety  of
factors,  including  but not  limited to adverse  economic  conditions,  intense
competition, including intensification of price


<PAGE>



competition and entry of new competitors and products,  adverse  federal,  state
and  local  government  regulation,  inadequate  capital,  unexpected  costs and
operating deficits,  increases in general and administrative  costs, lower sales
and revenues than forecast, loss of customers, customer returns of products sold
to  them  by  the  Company,   termination   of  contracts,   loss  of  supplies,
technological  obsolescence of the Company's  products,  technical problems with
the Company's products, price increases for supplies, inability to raise prices,
failure to obtain  new  customers,  litigation  and  administrative  proceedings
involving the Company, the possible acquisition of new businesses that result in
operating   losses  or  that  do  not  perform  as  anticipated,   resulting  in
unanticipated  losses, the possible  fluctuation and volatility of the Company's
operating results, financial condition and stock price, inability of the Company
to continue as a going  concern,  losses  incurred in  litigating  and  settling
cases, adverse publicity and news coverage, inability to carry out marketing and
sales plans,  loss or retirement of key  executives,  changes in interest rates,
inflationary  factors  and other  specific  risks that may be alluded to in this
report or in other reports issued by the Company. In addition,  the business and
operations  of the Company are subject to  substantial  risks that  increase the
uncertainty  inherent  in  the  forward-looking  statements.  The  inclusion  of
forward-looking   statements  in  this  report  should  not  be  regarded  as  a
representation  by the Company or any other person that the  objectives or plans
of the Company will be achieved.

HISTORY OF THE COMPANY

     In December 2001, the Company entered into an agreement with LumaLite, Inc.
("LLI") pursuant to which a newly formed wholly owned Company  subsidiary merged
with and into LLI (the "Merger").  As contemplated by the Merger, in March 2002,
the  stockholders  of the  Company  approved  a 25 for 1  reverse  split  of its
outstanding shares of common stock,  amended and restated the Company's articles
and  bylaws  and moved the state of  incorporation  from  Idaho to  Nevada.  The
Company also changed its name to LumaLite Holdings, Inc. and through a series of
transactions, amended and restated its articles of incorporation and its bylaws.
On April 16, 2002 the  Company  completed  the Merger as all of the  outstanding
shares of LLI were converted to rights to receive shares in the Company.

o    As a result of the Merger, the Company is no longer conducting its historic
     business  operations,  which  were to hold  mineral  property  in  Shoshone
     County,  Idaho.  Those activities were unsuccessful  and,  beginning in the
     fourth  quarter  of 1997 and  continuing  through  late 2001,  the  Company
     engaged in no active business  operations,  had no employees and maintained
     only minimal accounting,  management and officer functions. Upon completion
     of  the  Merger,   the  combined  business   operations  are  active  in  a
     significantly different industry.

BUSINESS OVERVIEW

     We believe that, as a result of the Merger and the  transactions  completed
in connection with it, prospective investors and shareholders should not rely on
year-to-year  comparisons of the operating results of the Company's  predecessor
Consil Corporation to our present and future operating results.  We also believe
that prospective  investors and shareholders will have a better understanding of
our financial performance if they better understand our current operations.


<PAGE>



Accordingly,  we have  included  in this  report a  summary  of our  operations,
products,  markets and material  relationships.  For more information  regarding
these  matters,  please see our annual  report on Form 10-KSB for the year ended
December 31, 2001.

Business

     The Company,  through its wholly owned subsidiary LLI, develops and markets
products to the dental community.  Its current products include  tooth-whitening
products and  services  that it markets  through  wholesale  distributors  whose
customers are primarily dental  practitioners.  The Company's  current principal
product  is  its  LumaArchTM  Xenon-halogen  Bleaching  System,  which  provides
customers  with  tooth-whitening  results  that we believe are superior to those
provided by the Company's competitors. We believe its lower cost and the reduced
time that the  customer  is  required  to spend in the dental  chair  during the
whitening process make the product economically attractive to the dentist.

     The  LumaArch  system  uses  a  proprietary   Xenon-halogen   light  and  a
proprietary  liquid  light  guide to  produce  uniform  tooth-whitening  results
without any heat. The system is used in conjunction  with  single-use  LumaWhite
tooth-whitening  material, which is especially formulated to react to the energy
wavelength  produced by the LumaArch.  The LumaArch  system provides up to eight
shades of  whitening  improvement  in a procedure  that takes  approximately  40
minutes of chair time, and at a cost to the patient that the Company believes is
lower than that  charged by  comparable  companies.  As of September  2002,  the
Company had an installed base of approximately 2,100 LumaArch systems nationwide
(at an average manufacturers  suggested retail price to the dental professionals
of $6,000) .

     The Company  currently  markets  its  LumaArch  system  through a series of
wholesale  distributor  relationships  with  leading  dental  supply  companies,
including  Henry Schein and  Patterson  Dental.  These dental  supply  companies
provide the Company with the  equivalent of a 2,500 person sales  representative
force and ready access to the more than 120,000 domestic  dentists in the United
States.  For more  information  regarding  the Company's  wholesale  distributor
relationships, see "Strategic Relationships and Contracts" below.

     The Company is focusing on its core  business by  introducing  new advanced
products to the dental market. These products will be designed to supplement and
reinforce the customer's initial LumaArch tooth-whitening procedure, since there
is a natural degradation in post-procedure tooth whiteness from natural wear and
the  customer's  use of staining  agents such as coffee,  nicotine and red wine.
Management introduced "StayBrightTM", a "take home" product to satisfy the needs
of the take home teeth whitening  market which  currently  represents 78% of the
total  tooth  whitening  market.  This  unique  product  is the only  "non-tray"
procedure available to the professional dentist at the present time.

     "GentleBright  TM", a revolutionary  whitening  material will be offered to
the  dental   community  in  the  first  quarter  of  2003.   This  material  is
revolutionary  in  that  it  departs  from  the  standard  hydrogen-peroxide  or
carbamide peroxide bleaching material that has been the standard of the industry
for many years. This new material  eliminates both the tooth and gum sensitivity
which


<PAGE>



many  patients  have  experienced  using  the  existing   procedures;   further,
GentleBrightTM  reduces the in-chair  time for the patient by 25% and  minimizes
the dentist's time required to perform the procedure.  It is being packaged in a
kit which  provides the dentist with all the  ancillary  material as well as the
bleaching material for added convenience.

     Both of  these  products  should  contribute  significant  revenues  to the
Company in the forthcoming years.

     Another  new  product  introduced  in the 3rd  quarter of this year was the
manufacturing  and  international  distribution of an intra-oral  camera,  a new
product  developed by Veratronics,  Inc. The intra-oral  camera called Vera-Cam,
when used in  conjunction  with either a common  cathode  ray tube  monitor or a
digital display through a personal computer,  is designed to be used by dentists
to provide a  close-up  view of the  patient's  mouth and teeth so that both the
patient and the dentist can observe the images  transmitted by the camera.  With
the  Vera-Cam  or other  similar  intra-oral  cameras,  the  dentist can use the
Vera-Cam to  demonstrate  the need for dental  procedures to the patient in real
time while the patient is in the dentist chair improving the opportunity for the
dentist to increase the number of procedures  performed in any one patient visit
and  the  opportunity  to  perform  additional   procedures  in  future  patient
appointments. The Vera-Cam's electronics allow the Company to produce a superior
performing product at a cost that the Company believes is lower than the cost of
previous generation electronics.

Industry Overview

     Tooth-whitening  has been  practiced  in  rudimentary  form  since the late
1800s. With the discovery of carbamide peroxide,  an active bleaching agent, and
its  accidental  application  to aesthetic  dentistry  in the 1960s,  the modern
tooth-whitening industry began to develop. Initially, tooth-whitening procedures
were  generally  cost  prohibitive  and time  consuming.  During the 1990s,  the
industry  experienced  significant  growth  and,  by  2001,  was a $1.3  billion
industry domestically. The industry is expected to have domestic sales exceeding
$5 billion  within the next  seven  years.  Industry  experts  believe  that the
industry has grown due to a number of factors,  including a fundamental shift in
the focus of the dental profession (i.e., as baby boomers age there is less of a
need for traditional dental services such as treating cavities and tooth decay),
a more image conscious  American public that desires white,  good-looking  teeth
and the growing perception that the industry represents a potentially  lucrative
niche  industry.  According to the American Dental  Association,  in each of the
last four years,  approximately  25% of dentists  surveyed  reported  that tooth
whitening is the fastest growing aspect of their practices.

     Despite  the  substantial  changes in the  industry  over the past  decade,
current  tooth-whitening  products  still suffer from the same general  problems
that have plagued the industry  historically  -- they are  generally  expensive,
inconvenient  and not  very  effective.  The  most  commonly  used  methods  for
whitening stained or discolored teeth have  traditionally been at-home products,
such as whitening  toothpaste or  dentist-prescribed  bleaching trays that offer
only marginal shade  improvements  (1 to 3 shades of improvement for toothpastes
and 2 to 4 shares of  improvement  for  trays) at a  moderate  cost,  but with a
significant  investment in time.  The most  effective  whitening  solutions have
typically  relied  on  dental  professionals  using  light  or  laser  activated
bleaching systems. These systems have


<PAGE>



historically  been fairly  expensive  and,  because the  procedures  are done at
dental offices,  cause some potential  customers to avoid the procedures because
of a fear of dental  offices and the  assumption  that the  in-office  bleaching
process will be painful, difficult and generally uncomfortable.

Products and Technology

     The  Company  believes  the  LumaArch  bleaching  system and its soon to be
announced  LumaCool System is  technologically  superior to the  tooth-whitening
systems  employed by the  competitors.  The LumaArch system was developed by the
Company's  co-founder,  Dr. Dale  Rorabaugh,  and is  currently  the core of the
Company's product and service offerings.  The LumaArch system uses a proprietary
Xenon-halogen  illumination source that produces a high lumen energy output in a
specified  bandwidth within the visible  spectrum.  The  Xenon-halogen  light is
filtered  through a  patented  "liquid  light"  guide  that  provides  a uniform
wavelength  with virtually no heat. The Company  believes the liquid light guide
is more effective in the whitening process than the more commonly used, but less
efficient,  fiber optic guides,  and the Company  believes that the liquid light
guides  manufactured by the Company are among the most advanced guides currently
on the  market,  providing  operating  efficiencies  in the  range  of  85%.  By
comparison,  most commonly used fiber optic light guides provide efficiencies of
approximately  45%.  The Company  believes  the only  competitive  liquid  light
product on the  market is 20% less  efficient  than the  LumaArch  liquid  light
guides. The LumaArch liquid light guides produce virtually no heat,  providing a
safer and more comfortable experience for the patients.

     The  Company's  liquid  light  guides  have been  specifically  designed to
interact with the Company's  LumaWhite  tooth-whitening  material,  which is the
medium that  actually  whitens the tooth  enamel.  The material is a proprietary
formulation  that increases the rate of oxidation on the  chromagens  that cause
tooth  staining.  The LumaArch  system is also unique in that it is specifically
designed for tooth-whitening and can simultaneously  whiten both tooth arches at
the same time The Company has received one patent on its LumaArch system and has
filed  three  additional  patents in the United  States.  The  Company  plans to
continue filing patents, with the advice of its counsel. The Company also uses a
number of trademarks for its products and services.

Strategic Relationships and Contracts

     The  Company  has  entered  into a number  of  agreements  relating  to the
manufacturing  and  distribution of the services and products both  domestically
and internationally.

Domestic  Distribution  Relationships.  The  Company  distributes  its  products
domestically   through   relationships   with  a  number  of  nationwide  dental
distributors,  including  Henry Schein,  Inc.,  Patterson  Dental Supply,  Inc.,
Burkhart  Dental and Kings Two Dental Supply.  The Company sells its products to
those companies  through standard  purchase order  arrangements,.  The Company's
relationships  with its domestic  distributors are  non-exclusive and subject to
termination by either party at any time.

International  Distributorships.  The  agreements  specify the territory and the
products  covered  by the  distributorship  agreements.  As of the  date of this
report, the Company had entered into agreements


<PAGE>



for the territories of Australia,  Singapore,  Indonesia,  Taiwan,  the European
Union (UK, France,  Germany,  Spain, Italy), Rusia, Canada, Korea, Chile, Brazil
and Mexico.

     The distribution arrangements grant the distributors the exclusive right to
distribute the products  specified  within the described  territory and requires
the distributor to maintain adequate  facilities and sales personnel to sell the
Company's products.  The distribution  agreements  generally provide for minimum
annual  sales quotas by each  distributor.  If a  distributor  fails to meet the
sales quota during a particular year and fails to remedy any shortfall within 90
days after notice from the Company,  the Company has the right to terminate  the
distribution agreement.

     The  distribution  agreements  are  generally  for an initial term of three
years and then  provide the  distributor  with a right to renew the contract for
additional  periods.  The  agreement  can be  terminated  by either party if the
distributor  fails to make timely  payment for the products it purchases or if a
party declares  bankruptcy or institutes  insolvency  proceedings.  In addition,
either  party may  terminate  the  agreement  for the other  party's  failure to
perform any  non-monetary  obligation  set forth in the agreement  after 90 days
notice specifying the party's failure to perform.  The Company may terminate the
agreement if the distributor  ceases to make the Company's products available to
customers for more than 30 consecutive days or the distributor states in writing
that it plans to cease marketing the Company's products.

Manufacturing  and  Distribution  Relationships.  In February  2002, the Company
executed  a letter of  intent  with  Veratronics,  Inc.  and its sole  owner Ron
Williams with respect to the  manufacturing and distribution of the Vera-Cam and
to employ  Mr.  Williams  as Vice  President  of  Engineering  for three  years.
Pursuant  to the  manufacturing  and  distribution  terms,  the  Company has the
exclusive  rights in the  United  States to  manufacture  the  Vera-Cam  and the
exclusive rights to manufacture and distribute the Vera-Cam internationally.  In
the United States,  the Company  manufactures  the Vera- Cam for sale to a third
party  distributor who holds the exclusive rights to such distribution thru July
2003,  such rights were  granted by  Veratronics  prior to its  agreements  with
LumaLite.  The key component to the Vera-Cam is a charged  couple device ("CCD")
that provides  high-resolution  images and is manufactured by Panasonic pursuant
to an oral agreement  between  Veratronics  and Panasonic.  Vertaronics  has the
exclusive  worldwide  right to use the CCD in dental  applications.  The Company
purchases all CCDs for the Vera-Cam from Veratronics.

Sales and Marketing

     Currently,   the  Company   distributes  its  products  using  a  wholesale
distribution  network  that  sells  to  professional  dental  customers  through
established  relationships.  The Company's wholesale  distributors are primarily
major dental distributors.

     The Company's distributor  relationships effectively provide it with access
to the  equivalent of 2,500 sales  representatives  who sell to the over 120,000
domestic dentists.  The Company believes that this distribution  system provides
it with rapid national market penetration without the heavy up- front costs that
a national sales platform would normally  require.  The Company  complements its
national  distributor  relationships  with  a  commission-only  sales  force  of
approximately 20 independent sales  representatives  who train and update dental
end users on the Company's products


<PAGE>



and their use.

     The  Company  believes  that  wholesale  distribution  provides a number of
distinct  benefits to it over the more traditional  direct marketing  approaches
and  independent  distribution  chains  used  by  its  competitors.   Typically,
traditional  marketing and distribution  chains are costly,  complex and slow to
gain  momentum.  For example,  the Company  believes its  principal  competitors
employ marketing  approaches that require them to spend a significant portion of
their  revenues (at least in the early stages of corporate  growth) on marketing
and  advertising.  The  Company  believes,  however,  that by using  distributor
networks and  relationships,  the Company's  overall  marketing and  advertising
costs will stabilize in the range of between 10% and 12% of revenues.

     The Company  believes  that by the end of 2002 the  Company's  distribution
network will lead to an installed base of  approximately  2,000 LumaArch systems
on a worldwide basis, and that those installed systems will allow the Company to
derive long-term recurring revenues from the sale of its high-margin, single-use
tooth-whitening  material as customers and dental practitioners use the LumaArch
systems.  The  Company  also plans to take  advantage  of these  existing  sales
channels to  cross-market  its proposed  line of  complementary  tooth-whitening
products to its expanding customer base.

Competition.

     The Company's tooth-whitening systems will compete with all tooth-whitening
products and services,  including those offered  through dental offices,  retail
stores and take-home products.  The Company's competition in the retail arena is
BriteSmile,  Inc.,  which  offers its  products  through a number of  storefront
centers, as well as through associated dentists offices. Air Technologies, which
uses Patterson Dental as a distribution  channel, and Discus Dental, Inc., which
markets  its product  through a direct  sales  force,  are the  Company's  major
competitors in the professional dental market.

     Companies that offer  dentist-prescribed  home bleaching  products  include
Opalescence, which is offered by Ultra Dent, Inc., Night White, which is offered
by Discus  Dental,  Inc.,  Platinum,  which is offered by Colgate,  Crest Strips
(Procter & Gamble) and  NuProGold,  which is offered by Dentsply  International,
Inc.,  Rembrandt,  which is offered by DenMat,  Inc. and Simply White by Colgate
Palmolive.

     The company believes its products and services  compete  favorably with the
products and services  offered by in-office and storefront  products and service
providers,   since  the  LumaArch   system   provides   comparable  or  superior
tooth-whitening  services (on average, eight shades of whitening difference) for
a price  point that is  significantly  lower  than the cost of its  competitors'
products and services.  For example,  laser-based  bleaching  systems  typically
retail for between  $10,000 and  $50,000,  and cost  patients  between  $750 and
$2,000, while less effective power bleaching systems cost dentist between $1,000
and $5,000,  with a cost to the patient of $500 to $1,250. The Company's primary
competitor in the marketplace,  which offers a comparable  whitening system that
produces  results  similar to those  produced by LumaArch,  with a minimum chair
time, is available to dental practitioners  reportedly through 10 year exclusive
contracts  and at a cost per  procedure  to the  dental  practitioners  of $250,
resulting in a customer cost of approximately $500 to


<PAGE>



$600. With respect to in-home  professional or  over-the-counter  products,  The
Company believes the competitive advantages of its products and services include
significantly reduced processing time and better results.

RESULTS OF OPERATIONS

     The  Company  has  experienced  material  and  significant  changes  in its
structure and  operations  during the nine months ended  September 30, 2002 (see
"History  of the  Company").  As a result  of  these  changes,  the  comparative
financial  statements as reported herein contain the accounts of the Company for
the nine months and three months ended  September 30, 2002 as if the Merger were
completed as of the  beginning of the nine months ended  September  30, 2002 and
therefore,  consolidated into the Company for such period. In addition,  for the
nine months and three months ended September 30, 2001, the financial  statements
for the  Company  are  presented  based on the LLI  figures  so that a  relevant
comparison  can be made  between  the  operations  of the company  during  these
periods.

For the Nine  Months  Ended  September  30,  2002 As Compared to the Nine Months
Ended September 30, 2001

     As a result of the Merger,  the Company  includes the results of operations
of LLI for the nine  months  ended  September  30,  2001 for  comparison  to the
results of  operations  of the Company for the nine months ended  September  30,
2002. For the nine months ended  September 30, 2002, the Company  reported a net
income of $33,000,  as  compared  to net income of $369,000  for the nine months
ended  September  30, 2001.  This decrease in net income is primarily due to the
increased research, marketing and insurance costs related to a public company as
well as  manufacturing  and product  launch this year.  In the nine months ended
September 30, 2001 a one time non-recurring reduction in expenses as a result of
a favorable settlement of a dispute, increased profits for that year.
<TABLE>
<CAPTION>


                                                                     For the Nine Months
                                                                     Ended September 30
                                                           ---------------------------------------
                                                                  2002                 2001
                                                           ------------------    -----------------

<S>                                                               <C>                  <C>
Revenues                                                          100%                 100%
Cost of revenues                                                  52%                   44%
                                                           ------------------    -----------------
                                                                  48%                   56%

Selling, general and administrative expenses                      44%                   34%
Other income (expense)                                             0%                   0%
                                                           ------------------    -----------------
Income before tax                                                  4%                   22%

Income taxes                                                       2%                   9%
                                                           ------------------    -----------------

Net income                                                         2%                   13%
                                                           ==================    =================

</TABLE>



<PAGE>



Revenues

     Revenues of the Company were $1,664,000 for the nine months ended September
30, 2002 as compared to $2,911,000 for the nine months ended September 30, 2001,
a decrease of 43%. This decrease is primarily a result of the market response in
the United States to a competitive  tooth- whitening system  introduced early in
2002.  The  competitive  product was more  favorably  priced and attracted  some
buyers in the U.S.  market that  otherwise  would have  purchased  the Company's
product.  The Company is  developing  a lower  priced  alternative  for the U.S.
market that is expected to be launched in the fourth quarter.

Cost of Sales

     Cost of sales decreased from $1,286,000 for the nine months ended September
30, 2001 to $867,000 for the nine months ended September 30, 2001, a decrease of
33%. As a percentage of sales, cost of sales for the nine months ended September
30, 2002 were 52% as compared to cost of sales as a  percentage  of sales of 44%
for the nine months ended September 30, 2001. This increase in the cost of sales
as a percentage  of sales is due  primarily to the mix of the products  sold and
the write off of obsolete inventory items.

Gross Profit

     The gross profit for the nine months ended September 30, 2002 was $796,000,
or 48% of sales, as compared to $1,625,000, or 56% of sales. This decrease of 8%
in gross profit was primarily the result of the write off of obsolete  inventory
due to the improvements made to the current products.

Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased $9,000 from $360,000
for the nine months  ended  September  30,  2001to  $369,000 for the nine months
ended  September 30, 2002. This increase was primarily due to the realization of
a one-time reduction of costs in the nine months ended September 30, 2001 and an
increase in the marketing  expenses in the nine months ended  September 30, 2002
associated with the product launch and expansion of product distribution. In the
nine months ended  September  30, 2001,  the one-time  reduction in expenses was
approximately  $111,000  and  associated  with  the  favorable  settlement  of a
dispute.  In the nine months  ended June 30,  2002,  the  increase in  marketing
expenses  were  primarily  due  to an  increase  of  approximately  $121,000  in
advertising  and  commissions  along with an  increase in  insurance  costs as a
result of the company becoming a public company.

Net Income

     Net income  decreased  $336,000  from  $369,000  for the nine months  ended
September 30, 2001 to $33,000 for the nine months ended September 30, 2002. This
decrease is primarily due to the increase in selling, general and administrative
expenses  incurred in the nine months ended  September 30, 2002 but not incurred
in the nine months ended September 30, 2001, which includes


<PAGE>



approximately  $183,000 in  additional  advertising,  commissions  and insurance
costs  associated with the product launch and  manufacturing.  In addition,  the
Company  benefitted  from a one-time  reduction  in  expenses in the nine months
ended September 30, 2001 of approximately  $111,000 resulting from the favorable
settlement of a dispute.

For the Three  Months Ended  September  30, 2002 As Compared to the Three Months
Ended September 30, 2001

     For the three months ended  September 30, 2002, the Company  reported a net
loss of $17,000, a decrease in net income of $238,000, as compared to net income
of $221,000 for the three  months ended  September  30, 2001.  This  decrease in
profitability  is primarily due to the decrease in gross margin and the increase
in  costs  associated  with  the  product  launch  and  increased  manufacturing
expenses.

<TABLE>
<CAPTION>

                                                                    For the Three Months
                                                                     Ended September 30
                                                           ---------------------------------------
                                                                  2002                 2001
                                                           ------------------    -----------------

<S>                                                               <C>                  <C>
Revenues                                                          100%                 100%
Cost of revenues                                                  80%                   37%
                                                           ------------------    -----------------
                                                                  20%                   63%

Selling, general and administrative expenses                      25%                   39%
Other income (expense)                                             0%                   0%
                                                           ------------------    -----------------
Income before tax                                                 -5%                   24%

Income taxes                                                      -2%                   10%
                                                           ------------------    -----------------

Net income                                                        -3%                   14%
                                                           ==================    =================
</TABLE>

Revenues

     Revenues of the Company were $502,000 for the three months ended  September
30, 2002 as compared to  $1,665,000  for the three  months ended  September  30,
2001, an decrease of 70%. This decrease is primarily a result of the decrease in
sales of the Company's products in the U.S. markets.

Cost of Sales

     Cost of sales  decreased from $220,000 for the three months ended September
30, 2001 to  $401,000  for the three  months  ended  September  30,  2002.  As a
percentage of sales, cost of sales for the three months ended September 30, 2002
were 80% as  compared to cost of sales as a  percentage  of sales of 37% for the
three months ended  September 30, 2001.  This increase in the cost of sales as a
percentage of sales is due primarily to the write off of obsolete inventory as a
result of the launch of new products.



<PAGE>



Gross Profit

     As a result of the decrease in sales and  increase in cost of sales,  gross
profit for the three months ended  September 30, 2002 decreased  $942,000,  over
the gross profit for the three months ended September 30, 2001. The gross profit
for the three months ended September 30, 2002 was $102,000,  or 20% of sales, as
compared to $1,044,000, or 63% of sales for the three months ended September 30,
2001.

Selling, General and Administrative Expenses

     Selling,  general  and  administrative  expenses  decreased  $527,000  from
$652,000 for the three months ended September 30, 2001 to $125,000 for the three
months  ended  September  30,  2002.  This  decrease  was  primarily  due to the
realization of a one-time reduction in costs in the three months ended September
30, 2001 associated with the approximately  $111,000  favorable  settlement of a
dispute.

Income from Continuing Operations

     Net income of  $221,000  for the three  months  ended  September  30,  2001
compares to a loss of $17,000 for the three  months  ended  September  30, 2002.
This decrease is primarily  due to (a) the decrease in sales of  $1,162,000  and
the increase in cost of sales as a result of the write off of obsolete inventory
resulting  in an decrease  in gross  profit of $942,000 as realized in the three
months ended September 30, 2002,  over (b) the decrease in selling,  general and
administrative  expenses  of $527,000  as  realized  in the three  months  ended
September 30, 2002, net of the income tax affect.

CAPITAL RESOURCES AND LIQUIDITY

     Cash decreased $52,000 for the nine months ended September 30, 2002 to $-0-
at September 30, 2002, as compared with $52,492 at December 31, 2001.

     At  September  30, 2002,  the Company had a deficiency  between the current
assets and current  liabilities of $368,000 as compared to the excess of current
assets over current liabilities of $115,000 at December 31, 2001. This change of
$483,000  was  primarily  as a result of (a) the Company  incurring a short term
note payable to related  parties of $110,000 in the nine months ended  September
30, 2002 and (b) the decrease in accounts receivable of $54,000 at September 30,
2002 as compared to December 31, 2001. Of the current  components,  with respect
to the balance  sheet of  September  30, 2002 as compared to December  31, 2001,
there was a decrease in  inventory of $30,000,  an increase in prepaid  expenses
and other  current  assets of $27,000 and an  increase  in accounts  payable and
accrued expenses of $242,000.

     Net cash used in investing  activities for the nine months ended  September
30, 2002 was $567,000 consisting primarily of the cash acquisition of intangible
assets of $338,000 and the cash acquisition of equipment of $229,000.

     Net cash provided by financing  activities was $124,000 for the nine months
ended September


<PAGE>



30, 2002,  consisting  primarily of $110,000  from the proceeds of the loan from
related parties and the net  differential of $14,000  resulting from the reverse
merger.

     On June 28, 2002,  the Company  established  a $100,000 line of credit with
the  California  Bank & Trust , secured by the assets of the  Company.  The note
bears interest at an annual rate of 6.75%.

     As of the  date of this  report,  the  Company  has  not  received  payment
pursuant to a stock purchase  agreement dated January 2, 2002 and the buyers are
in monetary  default.  This stock  purchase  agreement was executed prior to the
Merger pursuant to which LLI sold an aggregate of 502,758 shares of common stock
of LLI to five investors for an aggregate  purchase  price of $1.5 million.  The
shares of LLI were issued and in accordance  with the stock purchase  agreement,
the buyers were to pay six equal monthly  installment  beginning on May 1, 2002.
The buyers are now in  monetary  default  under the terms of the stock  purchase
agreements and the Company,  after review of the matter, has negotiated with the
buyers to rescind the stock  purchase and sale  transaction.  Although as of the
date of this report, the rescission has not been completed,  it is the Company's
intent to complete such a rescission with the original holders of the shares and
complete a similar  transaction  by  transferring  the  defaulted  shares to the
Excelsior  Investment  Group  for  an  amount  to  be  negotiated  between  both
companies.  Accordingly,  the Company has not recorded the  receivable  from the
buyers of $1.5  million and the  corresponding  increase to  additional  paid in
capital. However, since the shares of common stock of the Company are issued and
outstanding  and the Company  has not  received  nor does the Company  expect to
receive any  consideration  for such  issuance,  the Company  has  recorded  the
issuance  of  502,758  shares of common  stock by the  Company  and has  reduced
additional  paid in capital in the aggregate  amount of $178,  representing  the
aggregate of the par value of such shares that has not or will not be collected.

     The Company will need additional  working capital to finance the short-term
liquidity needs of the Company's operations. However, there can be no assurances
that the Company will be able to secure adequate  working  capital  financing or
any other financing  suitable for the purposes of the Company at prices that the
Company will deem to be acceptable.  While the Company has plans to increase the
scope of its  operations  that  will  require  investment  in fixed  assets  and
additional  working  capital,  there are no assurances  that the Company will be
successful in obtaining such additional  capital on terms that are acceptable to
the Company. If the Company is unable to successfully obtain additional capital,
it may be forced to  significantly  and materially  alter its operations  and/or
change or modify its plans for growth and expansion.

Capital Expenditures

     The Company purchased  additional  equipment of $229,000 in the nine months
ended  September  30,  2002,  primarily to initiate  manufacturing  and assembly
operations  for the Vera- Cam. In addition,  the Company  purchased  $338,000 in
intangible  assets during the nine months ended  September 30, 2002,  consisting
primarily of research and development investment in new products.




<PAGE>



Item 3.  Controls and Procedures

     The Company's  Chief  Executive  Officer and Chief  Financial  Officer have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Quarterly  Report  on Form  10-Q,  that the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

     (i)  this Quarterly  Report on Form 10-Q contains any untrue statement of a
          material fact or omits 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 on Form 10-Q, and

     (ii) the financial statements,  and other financial information included in
          this  Quarterly  Report on Form 10-Q,  fairly  present in all material
          respects the financial condition, results of operations and cash flows
          of the Company as of, and for, the periods presented in this Quarterly
          Report on Form 10-Q.

     There have been no significant  changes in the Company's  internal controls
or in other  factors since the date of the Chief  Executive  Officer's and Chief
Financial Officer's  evaluation that could  significantly  affect these internal
controls,   including  any  corrective   actions  with  regards  to  significant
deficiencies and material weaknesses.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None/Not Applicable.

ITEM 2.  CHANGES IN SECURITIES

None/Not Applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None/Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None/Not Applicable.

ITEM 5.  OTHER INFORMATION

None/Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


<PAGE>



EXHIBITS

         99.1              CEO Certification

         99.2              CFO Certification

(b)      Reports on Form 8-K.

     On October 10, 2002,  the Company filed  Amendment  Number 2 to the Current
Report on Form 8-K dated May 13, 2002  relating  to changes in the  registrant's
certifying accountant.

     On August 19, 2002, the Company filed a Current Report on Form 8-K relating
to Regulation FD  disclosure of CEO and CFO Section 906  certifications  for the
quarter ended June 30, 2002.


                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 12th day of November, 2002.

LumaLite Holdings, Inc.


 /s/ Dale A. Rorabaugh
--------------------------------------------
Dale A. Rorabaugh
Chief Executive Officer



   /s/ Hank Schumer
------------------------------------------
Hank Schumer
Chief Financial Officer














<PAGE>



I, Dale A. Rorabaugh, certify that:

     1.   I have  reviewed  this  quarterly  report on form  10-QSB of  LumaLite
          Holdings, 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 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 functions):

          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.

     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: November 12, 2002

/s/ Dale A. Rorabaugh
Dale A. Rorabaugh
CEO
(Principal Executive Officer)



<PAGE>


I, Hank Schumer, certify that:

     1.   I have  reviewed  this  quarterly  report on form  10-QSB of  LumaLite
          Holdings 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 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 functions):

          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.

     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: November 12, 2002

/s/ Hank Schumer
Hank Schumer
CFO
(Principal Financial and Accounting Officer)


<PAGE>