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: June 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 July 30, 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 June  30,  2002 and
     December 31, 2001.

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

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

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


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


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 June 30, 2002 and December 31,
2001 and the related  condensed  consolidated  statements of operations  for the
three and six month and cash flows for the six month periods ended June 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
July 18, 2002


<PAGE>



                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                         (Unaudited)
                                                                  June 30,       December 31,
                                                                    2002             2001
                                                               ---------------  --------------
Assets:

Current assets:
<S>                                                            <C>              <C>
   Cash                                                        $        59,794  $       52,492
   Accounts receivable, net of allowance for doubtful accounts         267,405         388,569
   Inventories                                                         334,487         316,706
   Other current assets                                                 27,257               -
                                                               ---------------  --------------

      Total current assets                                             688,943         757,767
                                                               ---------------  --------------

Equipment:
   Manufacturing equipment                                             166,980               -
   Demo equipment                                                       24,750          24,750
   Computer equipment                                                   14,942           6,681
   Furniture & fixtures                                                  6,334           4,709
   Test equipment                                                        5,958           5,958
                                                               ---------------  --------------
                                                                       218,964          42,098
      Less accumulated depreciation                                    (28,314)        (10,646)
                                                               ---------------  --------------

         Equipment, net of accumulated depreciation                    190,650          31,452
                                                               ---------------  --------------

Other non-current assets:
   Intangible assets                                                   179,933               -
   Deposits                                                              3,662           3,662
                                                               ---------------  --------------

      Total other non-current assets                                   183,595           3,662
                                                               ---------------  --------------

         Total assets                                          $     1,063,188  $      792,881
                                                               ===============  ==============
</TABLE>











<PAGE>



                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Continued)
<TABLE>
<CAPTION>
                                                                         (Unaudited)
                                                                  June 30,       December 31,
                                                                    2002             2001
                                                               ---------------  --------------

Liabilities and Stockholders' Deficit:

Current liabilities:
<S>                                                            <C>              <C>
   Accounts payable, trade                                     $       394,193  $      172,879
   Accrued expenses                                                    149,914         283,153
   Due to related party                                                100,000               -
   Accrued wages                                                       145,455         186,482
                                                               ---------------  --------------

      Total current liabilities                                        789,562         642,514
                                                               ---------------  --------------

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

   Common Stock, par value $.001 per share
      Authorized 100,000,000 shares, Issued
      28,510,287 Shares at June 30, 2002
      and 27,507,529 Shares at December 31, 2001                        28,510          27,507
   Additional paid-in capital                                          473,439         401,182
   Retained Earnings                                                  (228,323)       (278,322)
                                                               ---------------  --------------

     Total Stockholders' Equity                                        273,626         150,367
                                                               ---------------  --------------

     Total Liabilities and

       Stockholders' Equity                                    $     1,063,188  $      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 Six Months
                                        Ended June 30,                          Ended June 30,
                                 ----------------------------- -------------------------------
                                      2002           2001           2002             2001
                                 -------------- -------------- ---------------  --------------
<S>                              <C>            <C>                  <C>        <C>
Revenues                         $      744,223 $      696,516       1,161,052  $    1,246,770
Cost of revenues                        230,828        338,314         466,654         665,302
                                 -------------- -------------- ---------------  --------------
     Gross Profit                       513,395        358,202         694,398         581,468
                                 -------------- -------------- ---------------  --------------

Expenses

  Sales and marketing                   161,844        105,676         277,230         166,574
  Research and development               48,182         21,464          83,548          23,992
  General and administrative            152,194         92,997         247,612         137,555
                                 -------------- -------------- ---------------  --------------

     Total costs and expenses           362,220        220,137         608,390         328,121
                                 -------------- -------------- ---------------  --------------

Other Income (Expense)
  Interest income                            80            193             461             670
  Interest expense                         (478)             -            (670)              -
                                 -------------- -------------- ---------------  --------------

     Net Other Income (Expense)            (398)           193            (209)            670
                                 -------------- -------------- ---------------  --------------

Income taxes

   Federal                               29,000         40,000          29,000          86,000
   State                                  6,800          9,000           6,800          20,000
                                 -------------- -------------- ---------------  --------------

     Total income taxes                  35,800         49,000          35,800         106,000
                                 -------------- -------------- ---------------  --------------

Net Income (Loss)                $      114,977 $       89,258 $        49,999  $      148,017
                                 ============== ============== ===============  ==============

Weighted Average

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

Loss per Common Share            $            - $            - $             -  $         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 six months ended
                                                          June 30,
                                               -------------------------------
                                                    2002            2001
                                               --------------- ---------------
CASH FLOWS FROM OPERATING
ACTIVITIES:

<S>                                            <C>             <C>
   Net Income                                  $        49,999 $       148,017
Adjustments necessary to reconcile net loss
   to net cash used in operating activities:
      Depreciation and amortization                     17,668           4,909
      Decrease (increase) in accounts receivable       121,164        (247,334)
      Decrease (increase) in inventories               (17,781)         32,588
      Decrease (increase) in other current assets      (27,257)        (50,000)
      Increase (decrease) in checking overdraft              -         (17,229)
      Increase (decrease) in accounts payable          221,314          38,613
      Increase (decrease) in accrued expenses         (133,239)          8,391
      Increase (decrease) in accrued wages             (41,027)        109,644
                                               --------------- ---------------
  Net Cash Used in operations                          190,841          27,599
                                               --------------- ---------------

CASH FLOWS FROM INVESTING

ACTIVITIES:
Acquisition of intangible assets                      (179,933)              -
Acquisition of equipment                              (176,866)         (3,149)
                                               --------------- ---------------
Net cash provided by (used) investing activities      (356,799)         (3,149)
                                               --------------- ---------------

CASH FLOWS FROM FINANCING

ACTIVITIES:

(Repayments) borrowings on short term notes                  -         (20,044)
Proceeds from shareholder notes payable                100,000               -
Repayment of notes payable to shareholder                    -        (174,000)
Common stock issued for cash                           500,000         258,013
Merger expenses                                       (426,740)              -
                                               --------------- ---------------

 Net Cash Provided by Financing Activities             173,260          63,969
                                               --------------- ---------------

Net (Decrease) Increase in

                                                         7,302          88,419
Cash and Cash Equivalents

  at Beginning of Period                                52,492               -
                                               --------------- ---------------
Cash and Cash Equivalents

  at End of Period                             $        59,794 $        88,419
                                               =============== ===============
</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 SIX MONTHS ENDED JUNE 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 June 30, 2002 and for the three
and six month periods  ended June 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 six 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 six months ended
June 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 SIX MONTHS ENDED JUNE 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:

                                          June 30,       December 31,
                                            2002             2001
                                       ---------------  ---------------

Finished Goods                         $        55,543  $       112,543
Raw Materials                                  278,944          204,163
                                       ---------------  ---------------

         Total Inventory               $       334,487  $       316,706
                                       ===============  ===============

<PAGE>

                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 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 June 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 June 30, 2001 financial
statements to conform with the June 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 two financial institutions, in the form of demand deposits.


<PAGE>


                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 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 June 30, 2002
                                              ------------------------------------------------
BASIC INCOME PER SHARE
<S>                                           <C>                   <C>         <C>
Income to common shareholders                 $       114,977       28,510,287  $            -
                                              ===============  ===============  ==============

                                                  For the Three Months Ended June 30, 2001
                                              ------------------------------------------------
BASIC INCOME PER SHARE
Income to common shareholders                 $        89,258       27,507,529  $            -
                                              ===============  ===============  ==============

                                                   For the Six Months Ended June 30, 2002
                                              ------------------------------------------------
BASIC INCOME PER SHARE
Income to common shareholders                 $        49,999       28,510,287  $            -
                                              ===============  ===============  ==============

                                                   For the Six Months Ended June 30, 2001
                                              ------------------------------------------------
BASIC INCOME PER SHARE
Income to common shareholders                 $       148,017       27,507,529  $         0.01
                                              ===============  ===============  ==============
</TABLE>
        Options to  purchase  98,298  shares of common  stock  were  outstanding
during  June 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:

                                         June 30,      December 31,
                                           2002            2001
                                      --------------- ---------------
Promissory note, repayable to
   Officers of the Company, due
   on demand including
   interest at 15%, unsecured         $       100,000 $             -
                                      =============== ===============




<PAGE>


                     LUMALITE HOLDINGS, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 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 six  months  ended  June 30,  2002 and year  ended
December 31, 2001:
<TABLE>
<CAPTION>
                                      June 30, 2002                 December 31, 2001
                              -----------------------------  -------------------------------
                                               Exercise                         Exercise
                                 Shares       Price/Share        Shares        Price/Share
                              ------------- ---------------  --------------  ---------------
<S>                           <C>           <C>              <C>             <C>
Options outstanding,
  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 SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Continued)

NOTE 5 - COMMITMENTS (continued)

        The minimum  future lease  payments under these leases for the next five
years are:

   Twelve Months                                 Real Property      Equipment
   Ended December
        31:

--------------------                             -------------------------------
        2002                                     $       49,028  $             -
        2003                                             63,176                -
        2004                                             65,727                -
        2005                                             56,974                -
        2006                                                  -                -
                                                 --------------  ---------------
        Total minimum future lease payments      $      234,905  $             -
                                                 ===============================

        The  leases  generally  provides  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 - RESCISSION OF 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 and analysis of, among
other matters, the cost of litigation, 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. 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 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 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 or will not be collected.
If  the  rescission  is  completed,  the  Company  will  reduce  the  number  of
outstanding  shares of common stock by 502,758 as if such shares of common stock
were never issued and correspondingly increase the additional paid in capital by
$178.


<PAGE>

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

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 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


<PAGE>



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 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.


<PAGE>



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.  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.  It's  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 LumaArch(TM)  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 Company plans to launch a number of complementary  products and
service  offerings  in the near  future and,  in late 2002,  plans to  introduce
company-owned and operated  tooth-whitening centers in major retail locations as
a store-in-store concept.

        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 April 2002, the Company
had an installed base of approximately  1,700 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 Schen and  Patterson  Dental.  These  dental  supply  companies
provide the Company with the  equivalent of a 1,500 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  plans to extend its current  product and service  offerings
through three  initiatives.  First,  beginning in the fall of 2002,  the Company
plans to open  company-owned  and operated retail  tooth-whitening  centers that
will offer  consumers  accessible,  pleasant  and  affordable  access to quality

<PAGE>

tooth-whitening  services in an upscale,  "salon"  type  atmosphere.  The tooth-
whitening centers will be designed to avoid the stigma associated with in-office
dental visits and make tooth-whitening less painful and easier. Management plans
to place the retail centers in high traffic  locations  such as shopping  malls,
"store-within-a-store"  boutiques in major upscale department stores and fitness
centers, resorts, spas and vacation destinations.  We believe the retail centers
will build the Company's brand  recognition and marketing  exposure,  as well as
offer numerous opportunities for the growth of the Company's customer base.

        The  second  initiative  will focus on the  introduction  of a number of
ancillary   tooth-whitening   and  oral  hygiene   products,   such  as  at-home
tooth-whitening kits, toothpastes and mouthwash. 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  plans  on  initiating   market
introduction  of these products in late 2002,  including the "LumaWhite DIY" (do
it yourself),  a home bleaching and whitening kit, "LumaWhite"  toothpaste,  and
"LumaWhite"  branded  mouthwash.  We believe  that the  Company's  sale of these
consumer products will leverage the Company's established  reputation within the
cosmetic  dentistry industry and provide an additional,  high margin,  recurring
revenue stream.

        The  third  initiative  is  the  manufacturing  and  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.  The Company
introduced the Vera-Cam in the third quarter of this fiscal year.

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,  approximately 84%
of U.S. dentists now offer cosmetic dental procedures as part of


<PAGE>



their practices and 50% of those dentists report a steady increase in the amount
of cosmetic procedures they have performed over the last three years.

        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  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.

        In 1999,  one of the  principal  competitors,  BriteSmile,  introduced a
relatively  cost  effective and easy to use in-office  bleaching  procedure that
offered  significant  whitening results at a moderate (although still relatively
high-end) cost.  Using that system,  a customer could obtain an average of eight
shades of whiteness  improvement  during a 90 minute procedure and at an average
cost of $600. In late 2002, the Company plans to introduce its retail  operation
using the LumaArch,  which offers comparable  results at approximately  half the
cost of a BriteSmile  procedure  and which  requires  customers to spend only 40
minutes in the dentist chair.

PRODUCTS AND TECHNOLOGY

        The Company believes the LumaArch  bleaching  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


<PAGE>



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  Company's  international  distributorship
arrangements   are  evidenced  by  a  series  of  written   agreements  using  a
standardized  form that the Company has developed.  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 for the territories
of Australia,  Singapore,  Indonesia,  Taiwan, the European Union, Korea, Brazil
and Mexico.

        The distribution arrangements grant the distributors the exclusive right
to distribute the products specified within the described  territory and require
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 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 Senior 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


<PAGE>



Vera-Cam for sale to a third party distributor who holds the exclusive rights to
such distribution as such rights were granted by Veratronics.  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 LumaArch system 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 1,500  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  compliments its
national distributor  relationships with a small  commission-only sales force of
approximately 20 independent sales  representatives  who train and update dental
end  users on the  LumaArch  product  and its 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 and
oral care 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
in-office arena include  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.

     Companies that offer  dentist-prescribed  home bleaching  products  include
Opalescence, which


<PAGE>



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.,  and  Rembrandt,
which is offered by DenMat, Inc.

        The  company  believes  the  Company's  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 $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 six months ended June 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 six months and three
months ended June 30, 2002 as if the Merger were  completed as of the  beginning
of the six  months  ended June 30,  2002 and  therefore,  consolidated  into the
Company for such period. In addition,  for the six months and three months ended
June 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 SIX MONTHS  ENDED JUNE 30, 2002 AS COMPARED TO THE SIX MONTHS ENDED JUNE
30, 2001

As a result of the Merger, the Company includes the results of operations of LLI
for the six  months  ended  June  30,  2001 for  comparison  to the  results  of
operations  of the Company for the six months ended June 30,  2002.  For the six
months ended June 30,  2002,  the Company  reported a net income of $49,999,  as
compared to net income of $148,017 for the six months ended June 30, 2001.  This
decrease in net income is primarily due to the increased marketing and insurance
costs related to  manufacturing  and product launch this year. In the six months
ended June 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.


<PAGE>




                                            For the Six Months
                                              Ended June 30,
                                           ---------------------
                                              2002       2001
Revenues                                         100%       100%
Cost of revenues                                  40%        53%
                                                  60%        47%

    Selling, general and administrative
                 expenses                         52%        26%


          Other income (expense)                   0%         0%
Income before tax                                  8%        21%

               Income taxes                        3%         9%
Net income                                         4%        12%
                                           ==========


REVENUES

        Revenues of the Company  were  $1,161,052  for the six months ended June
30, 2002 as compared to  $1,246,770  for the six months  ended June 30,  2001, a
decrease of 7%. This  decrease is  primarily a result of the market  response in
the United  States to a  competitive  tooth-whitening  system  introduced in the
three months ended March 31, 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 $665,302 for the six months ended June 30,
2001 to $466,654 for the six months ended June 30, 2001, a decrease of 30%. As a
percentage  of sales,  cost of sales for the six months ended June 30, 2002 were
40% as  compared  to cost of sales as a  percentage  of sales of 53% for the six
months ended June 30, 2001.  This  favorable  decrease in the cost of sales as a
percentage of sales is due primarily to the improved  manufacturing and assembly
processes  of the  Company  for the six months  ended  June 30,  2002 of the six
months ended June 30, 2001.

GROSS PROFIT

        As a result of the  improvement  in cost of sales,  gross profit for the
six months ended June 30, 2002 increased $112,930, or 19%, over the gross profit
for the six months  ended  June 30,  2001.  The gross  profit for the six months
ended June 30, 2002 was $694,398,  or 60% of sales, as compared to $581,468,  or
47% of sales.  This increase of 19% in gross profit was realized in spite of the
decrease  in sales of 7%  primarily  as a result of the 30%  decrease in cost of
sales due to the improved  efficiency of the  manufacturing and assembly process
of the Company's primary product.


<PAGE>




SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

        Selling,  general and  administrative  expenses  increased $280,269 from
$328,121  for the six months ended June 30,  2001to  $608,390 for the six months
ended June 30, 2002.  This increase was primarily  due to the  realization  of a
one-time  reduction  of  costs in the six  months  ended  June  30,  2001 and an
increase  in the  marketing  expenses  in the six  months  ended  June 30,  2002
associated with the product launch and expansion of product distribution. In the
six  months  ended  June 30,  2001,  the  one-time  reduction  in  expenses  was
approximately  $111,000  and  associated  with  the  favorable  settlement  of a
dispute.  In the six 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 $98,018 from $148,017 for the six months ended June
30, 2001 to $49,999 for the six months  ended June 30,  2002.  This  decrease is
primarily due to the increase in selling,  general and  administrative  expenses
incurred  in the six months  ended  June 30,  2002 but not  incurred  in the six
months ended June 30, 2001, which includes  approximately $183,000 in additional
advertising,  commissions and insurance costs associated with the product launch
and manufacturing.  In addition, the Company benefited from a one-time reduction
in expenses  in the six months  ended June 30,  2001 of  approximately  $111,000
resulting from the favorable settlement of a dispute.

FOR THE THREE  MONTHS  ENDED JUNE 30, 2002 AS COMPARED TO THE THREE MONTHS ENDED
JUNE 30, 2001

        For the three  months ended June 30,  2002,  the Company  reported a net
income of  $114,977,  an increase  in net income of $25,719,  as compared to net
income of $89,258 for the three  months ended June 30,  2001.  This  increase in
profitability  is primarily due to the increase in gross margin in excess of the
increase in costs associated with the product launch and increased manufacturing
expenses.

                                            or the Three Months

                                           F  Ended June 30,
                                              2002       2001
Revenues                                         100%       100%
Cost of revenues                                  31%        49%
                                                  69%        51%

    Selling, general and administrative
                 expenses                         49%        32%
                                                  20%        19%




<PAGE>




          Other income (expense)                   0%         0%
Income before tax                                 20%        19%

               Income taxes                        5%         7%
Net income                                        15%        12%


REVENUES

        Revenues of the Company  were  $744,223  for the three months ended June
30, 2002 as compared to $696,516 for the three  months  ended June 30, 2001,  an
increase of 7%. This  increase is primarily a result of the increase in sales of
the Company's products in the international markets.

COST OF SALES

        Cost of sales  decreased  from  $338,314 for the three months ended June
30, 2001 to $230,828  for the three  months  ended June 30,  2001, a decrease of
32%. As a percentage of sales, cost of sales for the three months ended June 30,
2002 were 31% as compared to cost of sales as a  percentage  of sales of 49% for
the three  months ended June 30, 2001.  This  favorable  decrease in the cost of
sales as a percentage  of sales is due  primarily to the improved  manufacturing
and  assembly  processes of the Company for the three months ended June 30, 2002
of the three months ended June 30, 2001.

GROSS PROFIT

        As a result of the increase in sales and  improvements in cost of sales,
gross  profit for the three months ended June 30, 2002  increased  $155,193,  or
43%,  over the gross profit for the three months ended June 30, 2001.  The gross
profit for the three months ended June 30, 2002 was  $513,395,  or 69% of sales,
as compared to $358,202, or 51% of sales.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

        Selling,  general and  administrative  expenses  increased $142,083 from
$220,137  for the three  months  ended June 30, 2001 to  $362,220  for the three
months ended June 30, 2002.  This increase was primarily due to the  realization
of a  one-time  reduction  in costs in the  three  months  ended  June 30,  2001
associated with the approximately $111,000 favorable settlement of a dispute.

INCOME FROM CONTINUING OPERATIONS

        Net income  increased  $25,719  from  $89,258 for the three months ended
June 30,  2001 to  $114,977  for the three  months  ended  June 30,  2002.  This
increase  is  primarily  due to (a) the  increase  in sales of  $47,707  and the
improvement  in cost of sales of  $107,486  resulting  in an  increase  in gross
profit of $155,193 as realized in the three months ended June 30, 2002, over (b)
the  increase in selling,  general  and  administrative  expenses of $142,083 as
realized in the three months ended June 30, 2002, net of the income tax affect.


<PAGE>



CAPITAL RESOURCES AND LIQUIDITY

        Cash increased  $7,302 for the six months ended June 30, 2002 to $59,794
at June 30, 2002, as compared with $52,492 at December 31, 2001.

        At June 30,  2002,  the  Company  had a  deficiency  between the current
assets and current  liabilities of $100,619 as compared to the excess of current
assets over current liabilities of $115,253 at December 31, 2001. This change of
$215,872  was  primarily  as a result of (a) the Company  incurring a short term
note  payable to related  parties of $100,000  in the six months  ended June 30,
2002and (b) the decrease in accounts  receivable of $121,164 at June 30, 2002 as
compared to December 31, 2001.  Of the current  components,  with respect to the
balance  sheet of June 30, 2002 as compared to December 31,  2001,  there was an
increase in  inventory  of $17,781,  an increase in prepaid  expenses  and other
current assets of $27,257 and an increase in accounts payable of $47,048.

        Net cash used in investing  activities for the six months ended June 30,
2002 was $356,799  consisting  primarily of the cash  acquisition  of intangible
assets of $179,933 and the cash acquisition of equipment of $176,866.

        Net cash  provided by  financing  activities  was  $173,260  for the six
months ended June 30, 2002,  consisting  primarily of $100,000 from the proceeds
of the loan from related parties and the net  differential of $73,260  resulting
from the reverse merger.

        On June 11, 2002 , the Company borrowed  $100,000 from three officers of
the Company. The note is unsecured and bears an annual interest rate of 15%.

        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 and analysis of, among
other matters, the cost of litigation, 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. 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 on 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 wil not be  collected.
If the rescission


<PAGE>



is completed, the Company will reduce the number of outstanding shares of common
stock by  502,758  as if such  shares of common  stock  were  never  issued  and
correspondingly increase the additional paid in capital by $178.

        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  to the  Company.  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 $176,866 in the six months
ended June 30, 2002, primarily to initiate manufacturing and assembly operations
for the  Vera-Cam.  In addition,  the Company  purchased  $179,933 in intangible
assets  during  the six months  ended June 30,  2002,  consisting  primarily  of
research and development investment in new products.


<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None/Not Applicable.

ITEM 2.  CHANGES IN SECURITIES

In January  2002,  prior to the  Merger,  we  completed a private  placement  of
12,500,000 shares of common stock for an aggregate purchase price of $500,000 to
three accredited investors.  Following the "reverse split" (described below) and
after taking into effect the terms of the Merger, the private placement resulted
in the  issuance  of  500,000  shares of common  stock and is  reflected  on the
accompanying  balance  sheet  in  such  amount.  The  issuance  was an  isolated
transaction  made without  general  solicitation  pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of 1933.

On April 11, 2002, we effected a reduction in our outstanding  capitalization by
effecting a "reverse  split" pursuant to which we issued one share of our common
stock in exchange for every  twenty-five (25)  outstanding  shares of our common
stock.  As a result of the reverse split,  the  pre-merger  number of issued and
outstanding  shares of our common  stock was reduced from  21,949,707  shares to
approximately  877,988  shares.  The rights and  preferences of our common stock
were not modified or amended in connection with the reverse split.

On April 16, 2002, we completed the Merger  pursuant to which the Company issued
17,800,000  "restricted"  shares of common  stock of the  Company  to the former
shareholders of LLI for all of the issued and outstanding shares of common stock
of LLI. The issuance  was exempt from  registration  pursuant to Section 4(2) of
the Securities Act of 1933.

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.


<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS



(B) Reports on Form 8-K.  Four  reports on Form 8-K were filed during the period
covered by this Form 10-QSB.

        On May 20, 2002,  the Company  filed a Current  Report on Form 8-K dated
May 13, 2002 relating to changes in the registrant's certifying accountant.

     On May 20, 2002, the Company filed Amendment Number 1 to the Current Report
on Form  8-K  dated  March 5,  2002  relating  to  changes  in the  registrant's
certifying accountant.

        On May 17, 2002,  the Company  filed a Current  Report on Form 8-K dated
April 16, 2002 relating to the change in control of the registrant.

        On April 1, 2002,  the Company filed a Current  Report on Form 8-K dated
March 5, 2002 relating to changes in the registrant's certifying accountant.

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 19th day of August, 2002.

LumaLite Holdings, Inc.


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


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