U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(MARK ONE)

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002.

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

             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 OF   (I.R.S. EMPLOYER IDENTIFICATION NO.)
      INCORPORATION OR ORGANIZATION)

              2810 VIA ORANGE WAY, SUITE B, SPRING VALLEY, CA 91978
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)

                                 (619) 660-5410
                           (ISSUER'S TELEPHONE NUMBER)


         (FORMER NAME,  FORMER  ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE
LAST REPORT.)


SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:   NONE

SECURITIES  REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, $.001
PAR VALUE.

INDICATE  BY CHECK  MARK  WHETHER  THE  REGISTRANT:  (1) HAS FILED  ALL  REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE  ACT OF
1934  DURING  THE  PRECEDING  12 MONTHS  (OR FOR SUCH  SHORTER  PERIOD  THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORT(S), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO ___.



<PAGE>



INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT  FILERS  PURSUANT TO ITEM 405
OF REGULATION  S-K IS NOT CONTAINED  HEREIN,  AND WILL NOT BE CONTAINED,  TO THE
BEST  OF  THE  REGISTRANT'S   KNOWLEDGE,  IN  DEFINITIVE  PROXY  OR  INFORMATION
STATEMENTS  INCORPORATED  BY  REFERENCE  IN PART III OF THIS FORM  10-KSB OR ANY
AMENDMENT TO THIS FORM 10-KSB. X .

THE AGGREGATE MARKET VALUE OF ALL SHARES OF VOTING STOCK HELD BY  NON-AFFILIATES
WAS  $1,593,000 AT FEBRUARY 14, 2003,  BASED ON THE LATEST TRADE DATE ON THE OTC
BULLETIN  BOARD  MAINTAINED  BY  THE  NASD.  IN  DETERMINING  THIS  FIGURE,  THE
REGISTRANT HAS ASSUMED THAT ALL DIRECTORS AND EXECUTIVE OFFICERS ARE AFFILIATES.
SUCH ASSUMPTION SHALL NOT BE DEEMED CONCLUSIVE FOR ANY OTHER PURPOSE. THE NUMBER
OF SHARES  OUTSTANDING  OF EACH CLASS OF THE  REGISTRANT'S  COMMON STOCK,  AS OF
FEBRUARY  14,  2003,  WAS AS FOLLOWS:  COMMON  STOCK $.001 PAR VALUE  28,964,234
SHARES.

TOTAL REVENUES FOR FISCAL YEAR ENDED DECEMBER 31, 2002: $2,099,944

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES    ; NO X








<PAGE>



PART I


ITEM 1.  DESCRIPTION OF BUSINESS

         Lumalite Holdings,  Inc. ("Lumalite Holdings," the "Company," "we," and
"us"),  formally  Consil Corp.,  was originally  formed to hold certain  mineral
properties in Shoshone County, Idaho known as the "Silver Summit mine." In 1995,
our stockholders approved the sale of our interest in the Silver Summit mine and
adjacent mining properties to Sunshine Precious Metals,  Inc. for a cash payment
of $750,000 plus a variable  production  royalty tied to the price of silver. In
2000,  Sunshine filed for bankruptcy  under Title 11 Chapter 11 of the U.S. Code
and shut down operations at the Sunshine Mine.

         Following  the sale of the Silver Summit mine in 1995, we were actively
involved in mineral exploration and acquisition activities, primarily in Mexico.
Theses activities were unsuccessful and, beginning in the fourth quarter of 1997
and continuing  through late 2001, we engaged in no active business  operations,
had no employees and maintained only minimal accounting,  management and officer
functions.

         Beginning in late 2001 and  continuing  through  early 2002, we entered
into a series of transactions that resulted in our resuming business operations,
although in a significantly  different industry than the traditional  industries
in which we have  operated.  Those  transactions,  which are  described  in more
detail below, include the following transactions:

         o        In December  2001,  we entered  into a merger  agreement  with
                  Lumalite,   Inc.   ("Lumalite").   Lumalite  is  a  California
                  corporation that develops and manufactures dental products.

         o        In early  January  2002,  we completed a private  placement of
                  shares with three accredited investors for $500,000.

         o        In March 2002, our stockholders approved, and in April 2002 we
                  effected,  a number of corporate  actions that our  management
                  believes  will enhance our business  operations  following the
                  merger with  Lumalite.  Those  actions  included  changing our
                  corporate  name from  "Consil  Corp." to  "Lumalite  Holdings,
                  Inc.",  effecting a 25 for 1 reverse split of our  outstanding
                  shares of common  stock,  amending and  restating our articles
                  and bylaws and moving our state of incorporation from Idaho to
                  Nevada.

         o        In connection  with our merger with  Lumalite,  we converted a
                  significant amount of our debt into shares of our common stock
                  and one of our principal shareholders contributed its holdings
                  to our capital.  Our  management  believes these actions had a
                  beneficial effect on our financial position.

THE YEAR 2002 OPERATIONS

THE MERGER

         In January  2002,  we entered into an Agreement and Plan of Merger with
LumaLite,  ConSil  Merger  Corp.,  a  Nevada  corporation  that we  formed  as a
wholly-owned subsidiary to effect the



<PAGE>



merger,  and certain  shareholders  of  LumaLite.  Under the terms of the merger
agreement,  ConSil  Merger Corp.  merged with and into  LumaLite,  with LumaLite
surviving the merger and becoming our  wholly-owned  subsidiary.  The merger was
completed during April 2002.

         Upon completion of the merger, all of the issued and outstanding shares
of common stock of LumaLite were cancelled and converted into and became a right
to receive, in the aggregate, 17,800,000 post-reverse split shares (as described
below) of our common stock. In connection with the merger, we assumed all of the
then outstanding  options  (whether vested or un-vested) to purchase  LumaLite's
common  stock and we have  reserved an aggregate  of 98,298  post-reverse  split
shares of our  common  stock for  issuance  under the  options.  The  17,800,000
post-reverse split shares of common stock issued to the LumaLite stockholders in
the merger collectively represent approximately 62.46% of our voting stock. As a
result, if the LumaLite  stockholders act in concert, they will have significant
control over our business and operations, including the right to elect our Board
of Directors.

         In  connection  with the  merger,  our  sole  director  appointed  four
nominees of LumaLite to fill the  existing  vacancies  on our Board of Directors
and then  resigned as a member of our board.  The four new  directors are named,
and  their  backgrounds  are  described,  in the  section  entitled  "Directors,
Executive Officers,  Promoters and Control Person; Compliance with Section 16(a)
of the Exchange Act," below.

         LumaLite  was  incorporated  in  California  in June  1999 to  develop,
manufacture  and sell advanced  medical devices for the dental industry that use
its proprietary  technology.  LumaLite's  current  business  consists of selling
teeth-whitening systems and whitening gels to dentists through a nation-wide and
international  system of distributors.  LumaLite's  business will constitute our
primary business operations for the foreseeable future.

         Dental  patients  interested  in  whitening  their  teeth have  several
options,  including home- bleaching techniques and "power bleaching"  techniques
provided in dentists' offices.  For at-home bleaching,  the dentist provides the
patient with a special custom-fitted bleaching tray and a bleaching or whitening
gel.  The  patient  then  wears the gel for a few  hours  each day for up to two
weeks. Power bleaching, which is considered to be superior to at-home bleaching,
is  generally  done at a dentists'  office  using a system  that allows  maximum
contact for the bleaching gel with the teeth, while minimizing the gel's contact
with  the  mouth's  soft  tissue.   Power   bleaching  is  often  combined  with
applications  of heat and/or  light,  which  activates the solution used for the
whitening  process.  Lumalite's  products are primarily power bleaching products
marketed to dentists and, under normal office conditions,  provide what Lumalite
considers to be a significant whitening effect during each office visit.

         In the fourth quarter of 2000,  Lumalite  introduced the LumaArchTM,  a
tooth  whitening   system  that  takes   approximately   30  to  40  minutes  to
simultaneously  whiten  both  upper  and  lower  teeth,  which is  approximately
one-half the time that its primary  competitor's  technology takes. The LumaArch
uses LumaLite's  patented liquid light  technology and special optics to provide
what LumaLite believes is a highly reliable  in-office teeth whitening system at
a relatively  low cost.  LumaLite's  principal  competitors  include  BriteSmile
(which markets in-office teeth whitening products through a system of affiliated
dental offices),  Discus Dental (which markets both in-office and home whitening
products) and  Den-Mart,  Inc.  (which  offers teeth  whitening and other dental
products for dentists).

         LumaLite's current business strategy is comprised of four elements: (i)
an internal effort to


<PAGE>



develop  product line  extensions  to take  advantage  of existing  distribution
channels;  (ii)  potential  acquisition of targeted  companies  and/or assets to
enhance its existing  products and technology;  (iii)  accessing  public capital
markets with a view to more  effectively  expanding  its business and  providing
greater liquidity for its present shareholders and potential investors; and (iv)
seeking  new  business  opportunities  in the  dental  and  medical  device  and
instrumentation industries.

         LumaLite's  audited  financials  for the period ended December 31, 2002
show revenues of $2,099,944  for the year ended December 31, 2001 and $4,020,359
for the year ended  December 31, 2001.  Pre-tax net income  (loss) for the years
ended  December 31, 2002 and 2001 were  ($535,617)  and $688,013,  respectively.
Despite  having  commenced  operations  and  having  revenue,  LumaLite  may  be
considered  to be an early  operational  stage and,  therefore,  subject to risk
factors that affect any start-up or newly-emerging business.  Accordingly, there
is no assurance that LumaLite will achieve its business strategy.

THE PRIVATE PLACEMENT

         In January 2002, we completed a private  placement of 12,500,000 shares
of our common stock with three  accredited  investors for an aggregate  purchase
price of $500,000. Following the reverse split of our common stock, as described
below, the three accredited investors hold a total of 500,000 post-reverse split
shares of our common stock. We believe the placement qualified for the exemption
from  registration  provided  under ss. 4 (2) of the  Securities Act of 1933, as
amended.

         The  proceeds  from the  placement of the  12,500,000  shares of common
stock  were  placed  in  escrow.  Under the terms of the  escrow,  $100,000  was
released  to us on the  execution  of the escrow  agreement,  which  occurred on
January 7, 2002,  and the  balance of the escrow  funds were  released  to us in
March and April 2002.  The  escrowed  amounts  used  primarily  to pay costs and
expenses  associated  with our merger with  LumaLite  and for general  corporate
expenses and working capital.

OUR NAME CHANGE AND THE REVERSE SPLIT

         On April 11, 2002, we amended our Articles of  Incorporation  to change
our name from  "ConSil  Corp." to "LumaLite  Holdings  Inc." The purpose of this
amendment was to reflect the scope and type of our business activities following
the  completion of the merger.  At the same time, 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.

THE AMENDMENT AND THE RESTATEMENT OF OUR ARTICLES OF
INCORPORATION AND BYLAWS

         In connection with the merger with LumaLite, we adopted new Articles of
Incorporation  and  Bylaws  with the  intent of  "modernizing"  our  Article  of
Incorporation and Bylaws, and providing  provisions in those documents which are
normally  found in charter  documents for public  corporations  (including  such
matters as the use of  teleconferencing,  facsimile  and  telephone  devices and
public trading securities procedures).




<PAGE>



OUR CHANGE OF DOMICILE

         On April 11, 2002, we changed our state of incorporation  from Idaho to
Nevada. In connection with the change of domicile,  we adopted a new certificate
of incorporation and bylaws essentially identical (except for required state-law
imposed changes) to the amended  Articles of Incorporation  and Bylaws described
above.

         The change in domicile effected a change only in our legal domicile. It
did not result in any change in our business,  our  management,  the location of
our  principal  facilities,  our fiscal year, or our assets or  liabilities  or,
except to the extent of any difference between Idaho and Nevada law, the general
legal  principals  under  which  we  will  operate.  For  a  comparison  of  the
differences  between Idaho and Nevada corporate law provisions,  see the summary
of those changes set forth in our proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on February 21, 2002.

THE DEBT CONVERSION

         In June  1996,  we entered  into a loan  agreement  with  Hecla  Mining
Company, our former principal shareholder.  The original principal amount of the
loan was $725,000 and we amended the  agreement  several times to extend the due
date of the loan. In July 2001,  Hecla  assigned its interest in the loan.  Upon
the  effectiveness of the merger,  the current holders of the debt converted the
principal   amount  of  the  debt,  plus  accrued   interest,   into  10,118,744
post-reverse   split  shares  of  our  common  stock.   Those  shares  represent
approximately  35.5% of our outstanding common stock on a post-reverse split and
post-merger  basis,  although none of the holders will  individually hold 10% or
more of our common stock.

CONTRIBUTION OF SHARES

         In connection with the merger,  Lincoln Properties Ltd L.C., one of our
principal stockholders prior to the private placement, the reverse split and the
merger,  contributed  its shares of common stock back to us. Lincoln  Properties
held and contributed a total of 296,732  post-reverse split shares of our common
stock.

OUR CORPORATE STRUCTURE

         We  conduct  our  business  operations  though  a  parent  corporation,
LumaLite   Holdings,   Inc.   (formally  ConSil  Corp.),  and  our  wholly-owned
subsidiaries,  LumaLite,  Inc. and Minera  ConsSil,  S.A. de C.V.  Minera has no
assets and conducts no operations.  Our parent  corporations's  assets primarily
consist of its direct interest in our wholly-owned subsidiaries.  Our operations
are primarily conducted through our LumaLite, Inc. subsidiary.

         Our principal operating office is located at 2810 Via Orange Way, Suite
B, Spring Valley, California, and our telephone number there is (800) 400-2262.

         Our worldwide website is located at www.luma-lite.com.  The information
on that site is not part of this report.  Our logo and certain  titles and logos
for our services are our property. Each trademark, trade-name or service mark of
any other  company  appearing  in this  report  belongs to its  holder.  We have
previously  reported  some of the  information  regarding the  transactions  and
operations  set forth in this report in greater  detail in other reports we have
filed  with  the  Securities  and  Exchange  Commission,  including  in  reports
described below in the section entitled "Reports on


<PAGE>



Form 8-K" and our proxy statement on Schedule 14(a) filed February 21, 2002. You
should read the  information in this report in connection with those reports and
filings which are incorporated herein by this reference.

COMPETITION

         The Company expects to encounter substantial competition in its efforts
to  locate  attractive   opportunities,   primarily  from  business  development
companies,  venture  capital  partnerships  and  corporations,  venture  capital
affiliates  of  large  industrial  and  financial  companies,  small  investment
companies,   and  wealthy   individuals.   Many  of  these  entities  will  have
significantly greater experience, resources and managerial capabilities than the
Company and will  therefore be in a better  position  than the Company to obtain
access to attractive business opportunities.

EMPLOYEES

         The  Company's  employees  at the present  time consist of 12 full time
employees, none of whom are represented by a union.

ITEM 2.  DESCRIPTION OF PROPERTY

         LumaLite's  principal  business  operations are conducted from a leased
6,000 sq. ft. combination administrative,  research, manufacturing and warehouse
space located in Spring Valley,  California.  The lease for the property expires
in November 2005. We believe the lease is on commercially  reasonable  terms and
that it is adequate for  LumaLite's  current needs.  LumaLite  believes there is
additional  lease space available on commercially  reasonable  terms in the same
general area if it requires additional space for its operations.

         LumaLite maintains  administrative and manufacturing equipment, as well
as supplies and inventory, at its principal business location. Its manufacturing
equipment  consists  primarily  of  assembly  and  final-testing   machines  and
equipment.  LumaLite has the ability to source its  manufacturing  equipment and
components from a number of equipment vendors. LumaLite believes that all of its
manufacturing equipment is in good condition, normal wear and tear excepted.

         In connection with our business  activities,  we have not  historically
engaged,  and  do not  intend  in  the  future  to  engage,  in any  significant
investment activities, including investments in real estate or interests in real
estate,  investments  in real estate  mortgages or in securities or interests of
persons primarily engaged in real estate activities.

ITEM 3.  LEGAL PROCEEDINGS

         We are not subject to any material actual or pending legal proceedings.

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

         During the fourth quarter of the fiscal year covered by this report, we
did not  submit  any  matter  to a vote of our  security  holders,  through  the
solicitation of proxies or otherwise.






<PAGE>



                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

         Our common stock is traded on the over-the-counter  market.  Quotations
have been  published  on the OTC Bulletin  Board and in the  National  Quotation
Bureau  "pink  sheets"  under the symbol  CSLV.  Our common stock was listed for
trading on the CDNX in Vancouver,  British  Columbia,  Canada,  on April 2, 1996
under the  symbol CS. In  connection  with our name  change and our merger  with
LumaLite,  our symbol was changed to "LMIT." There has not been an active market
for the common stock and the below-described  quotations, when available, do not
constitute a reliable  indication of the price that a holder of the common stock
could expect to receive upon sale of any particular quantity thereof.

         The following high and low bid information was provided by PC Financial
Network.  The quotations provided reflect  inter-dealer  prices,  without retail
mark-up, mark-down or commission and may not represent actual transactions.

                                                             Bid
                                                       High        Low
                                                    ----------  ---------
2002
     First Quarter                                  $        -  $       -
     Second Quarter                                 $     2.25  $       -
     Third Quarter                                  $     0.19  $    0.08
     Fourth Quarter                                 $     0.11  $    0.05

2001
     First Quarter                                  $     0.03  $    0.02
     Second Quarter                                 $     0.03  $    0.02
     Third Quarter                                  $     0.03  $    0.03
     Fourth Quarter                                 $     0.08  $    0.08


         We had 3,223  holders of record of our common  stock as of December 31,
2002.

         We have not declared or paid dividends  since our inception in 1969 and
we do not expect to declare or pay dividends in the foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

         The  following  information  should  be read in  conjunction  with  the
information in Item 7, Financial Statements, and other information regarding our
financial  performance for the period covered by this report included  elsewhere
in this report.  The  following  discussions  and other parts of this report may
contain  forward-looking  statements that involve risks and  uncertainties.  Our
actual  results may differ  significantly  from the results  discussed  in those
forward-looking  statements.  Factors that might cause such differences include,
but are no limited to, our history of unprofitability and the uncertainty of our
profitability,  our ability to develop and  introduce new services and products,
the  uncertainty  of  market  acceptance  of those  services  or  products,  our
potential  reliance on collaborative  industries in which we operate and general
economic and business conditions, some or all of which may be beyond our ability
to control.


<PAGE>



OVERVIEW

         We have historically engaged in mining or mining-related activities. We
were  initially  formed to hold certain  mining  properties  known as the Silver
Summit  Mine,  but in 1995 we sold that  property to Sunshine  Precious  Metals,
Inc.,  which  filed  for  Chapter  11  reorganization  in  2000  and  which  has
subsequently shut down its operations.

         Following  the sale of the Silver  Summit  Mine in 1995,  we engaged in
mineral  exploration  and  acquisition  activities,  primarily in Mexico.  Those
efforts were  unsuccessful  and during the fourth quarter of 1997 we essentially
discontinued all active business operations.

         In late 2001,  we initiated a number of actions  which were intended to
(i) modernize our  organizational  documents,  (ii) improve our financial status
and (iii) provide us with active ongoing  operations,  including the merger with
LumaLite.  As noted above in the section entitled "Business," those actions were
completed April 2002. As a result,  the financial  information set forth in this
section  relates  primarily to our financial  condition  during a portion of the
period that we did not have any active or ongoing business operations.

RESULTS OF OPERATIONS

The following  table set forth,  for the years ended December 31, 2002 and 2001,
certain items from the Company's Condensed Statements of Operations expressed as
a percentage of net sales.


                                                2002                2001
                                          -----------------  ------------------

Sales, Net                                           100.0%              100.0%
Cost of Sales                                         55.8%               42.4%
                                          -----------------  ------------------

Gross Margin                                          44.2%               57.6%

Operating Expenses                                    69.3%               40.8%
                                          -----------------  ------------------

Operating Income (Loss)                              (25.1)%              16.8%

Other Income (Expense), Net                           (0.4)%               0.3%
                                          -----------------  ------------------

Income (Loss) Before Income Taxes                    (25.5)%              17.1%

Income Taxes (benefit)                                (4.9)%               7.1%
                                          -----------------  ------------------

Net Income (Loss)                                    (20.6)%              10.0%
                                          =================  ==================


NET SALES

         Net sales for December 31, 2002 compared to December 31, 2001 decreased
by approximately  $1,920,000 or 48%. This decrease was due primarily to the lack
of new product  introductions  as well as slowing  economy,  lack of funding for
development  and marketing and the distraction of top management to complete the
merger with LumaLite.



<PAGE>



COST OF SALES

         Cost of sales for 2002 decreased approximately $533,000 or 31% compared
to 2001. As a percentage of sales,  cost of sales  increased 13.4% from 42.4% to
55.8%.  This  decrease  in cost of  sales  was due to the  slowing  economy  and
decreasing sales.

OPERATING EXPENSES

         Operating  expenses  during 2002  decreased  approximately  $185,000 or
11.3% compared to 2001 from $1,640,748 to $1,455,534.  As a percentage of sales,
operating  expenses  increased  28.5%  from  40.8% to 69.3%.  This  decrease  in
operating  expenses is attributable to decreased sales and business activity due
to slowing economy.

FINANCIAL CONDITIONS AND LIQUIDITY

         For the past several years, we have funded our cash requirements at the
parent  company  level through debt and equity  transactions.  The proceeds from
these  transactions were primarily used to fund our exploration  activities and,
once we ceased  active  operations,  to maintain our limited  assets and minimal
accounting,  management and reporting functions. Our foreign subsidiary interest
has been financed by a combination of equity investments and shareholders loans,
but since  1997 that  funding  has been  limited  to the  amounts  necessary  to
maintain that entity's corporate existence and minimal administrative functions.

         Our  principal  source of  funding  during  the past few years has been
advances from Hecla Mining  Company,  which was, until  mid-2001,  our principal
shareholder.  In July 2001, Hecla  transferred to REA, LLC, all outstanding debt
owed to them.  As of  December  31,  2001,  our  obligations  to REA  (including
interest)  totaled $971,163.  As part of the transactions  related to the merger
with  LumaLite,  REA agreed to convert the  outstanding  debt into  equity.  See
"Business" above.
         As of December 31, 2002, we had current assets of $757,000, compared to
$1,293,000 of current liabilities. Our operations did not generate any cash flow
(other than minimal interest income from investments of our cash), and that cash
flow was marginally sufficient to cover our operational expenses, which provided
$83,000 of cash during the year ended December 31, 2002. The primary use of cash
for  operating  activities  was  for  funding  our  general  and  administrative
expenses. At December 31, 2002, we had a stockholders deficit totaling $227,000.

         In late  2001,  our  management  began  actively  pursuing  a number of
strategies  to  either  increase  our cash flow from  operations  or to  provide
working capital for our ongoing operations. These strategies included:

         o        The sale of equity securities;

         o        Extending   or   modifying   repayment   terms  of  the  Hecla
                  indebtedness;

         o        Incurring additional debt;

         o        Reduction  in capital  expenditures  and control of  operating
                  expenses;

         o        A merger, strategic relationship or other transaction.



<PAGE>



         Absent the  infusion  of either debt or equity  financing,  substantial
reductions in our operating  expenses and/or a merger or strategic  relationship
with a third party,  management  believes we would not have continued as a going
concern.

         In late 2001, our management began negotiations with LumaLite regarding
a potential merger or other transaction.  As noted above in the section entitled
"Business"  in late  December  2001,  we entered  into a merger  agreement  with
LumaLite and closed that  transaction the week of April 15, 2002. As a result of
the  consummation  of the  merger  and the  acquisition  of  LumaLite's  ongoing
business  operations,  we believe that our options to acquire additional debt or
equity financing will be enhanced.

         To the extent we acquire  the  amounts  necessary  to fund our  ongoing
business plan through the issuance of equity  securities,  our  shareholders may
experience  dilution  in the  value per share of their  equity  securities.  The
acquisition  of  funding  through  the  issuance  of  debt  could  result  in  a
substantial  portion of our cash flow from  operations  being  dedicated  to the
payment of principal and interest on that indebtedness, and could render us more
vulnerable  to  competitive  pressures  and  economic  downturns.  There  are no
assurances that our subsidiaries  will be able to obtain the financing  required
to make planned capital expenditures, provide working capital or meet other cash
needs on terms which are economically acceptable to us.

CRITICAL ACCOUNTING POLICIES

         Our critical  accounting  policies  are those which we believe  require
significant  judgements,  often as a result of the need to make estimates  about
the  effect of  matters  that are  inherently  uncertain.  A  discussion  of our
critical  accounting  policies  is set  forth  in  the  Notes  to our  Financial
Statements included as part of this Report.

RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

         From time to time, the Financial  Accounting  Standards  Board ("FASB")
issues  pronouncements  regarding  financial  accounting  standards,   including
standards regarding accounting and reporting standards for business combinations
and other matters.  For more  information  regarding the significant  accounting
policies  and  standards  applicable  to our  operations,  see the  Notes to the
Financial Statements.

OPERATIONS

         The Company  intends to seek,  investigate  and, if such  investigation
warrants, acquire an interest in one or more business opportunities presented to
it by persons or firms who or which  desire to seek  perceived  advantages  of a
publicly held corporation.

         The Company  will not  restrict  its search to any  specific  business,
industry or geographical location, and the Company may participate in a business
venture of virtually any kind or nature. The discussion of the proposed business
under this caption and throughout is purposefully general and is not meant to be
restrictive of the Company's  virtually  unlimited  discretion to search for and
enter into potential business opportunities.

         The  Company  may obtain  funds in one or more  private  placements  to
finance the operation of any acquired business, if necessary. Persons purchasing
securities in these placements and other  shareholders  will likely not have the
opportunity to participate in the decision relating to any


<PAGE>



acquisition.  The  Company's  proposed  business is  sometimes  referred to as a
"blind pool" because any investors will entrust their  investment  monies to the
Company's  management  before they have a chance to analyze any  ultimate use to
which their money may be put.  Consequently,  the Company's potential success is
heavily  dependent  on the  Company's  management,  which  will  have  unlimited
discretion in searching for and entering into a business opportunity.  There can
be no  assurance  that the  Company  will be able to raise any funds in  private
placement.

NEED FOR ADDITIONAL FINANCING

         The Company  believes that its existing capital will be insufficient to
meet the  Company's  cash  needs,  including  the costs of  compliance  with the
continuing  reporting  requirements  of the Securities  Exchange Act of 1934, as
amended, for the coming year. There is no assurance, however, that the available
funds will  ultimately  prove to be  adequate to allow it to complete a business
combination,  and once a business combination is completed,  the Company's needs
for additional financing are likely to increase substantially.


FEDERAL INCOME TAX ASPECTS OF INVESTMENT IN THE COMPANY

         The discussion contained herein has been prepared by the Company and is
based on existing law as contained in the Code,  amended United States  Treasury
Regulations ("Treasury Regulations"), administrative rulings and court decisions
as of the date of this  Annual  Report.  No  assurance  can be given that future
legislative  enactments,  administrative  rulings  or court  decisions  will not
modify the legal basis for  statements  contained in this  discussion.  Any such
development may be applied retroactively to transactions  completed prior to the
date thereof,  and could contain  provisions  having an adverse  affect upon the
Company and the holders of the Common Stock. In addition,  several of the issues
dealt with in this summary are the subjects of proposed and  temporary  Treasury
Regulations.  No assurance can be given that these  regulations  will be finally
adopted in their present form.

FORWARD LOOKING STATEMENT

         This  Management's  Discussion and Analysis of Financial  Condition and
Results of  Operations  includes  a number of  forward-looking  statements  that
reflect  Management's  current views with respect to future events and financial
performance. Those statements include statements regarding the intent, belief or
current  expectations  of the Company and members of its management team as well
as the assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking  statements are not guarantees of future
performance  and involve  risk and  uncertainties,  and that actual  results may
differ materially from those  contemplated by such  forward-looking  statements.
Readers are urged to carefully review and consider the various  disclosures made
by the Company in this report and in the Company's  other reports filed with the
Securities  and  Exchange  Commission.  Important  factors  currently  known  to
Management  could  cause  actual  results  to differ  materially  from  those in
forward-looking  statements.  The Company  undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence
of unanticipated  events or changes in the future  operating  results over time.
The Company believes that its assumptions are based upon reasonable data derived
from and known about its business and operations and the business and operations
of the Company.  No assurances are made that actual results of operations or the
results of the Company's future  activities will not differ  materially from its
assumptions.



<PAGE>



ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The  financial  statements  of the Company and  supplementary  data are
included beginning  immediately following the signature page to this report. See
Item 13 for a list of the financial statements and financial statement schedules
included.

ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
  RISK

         We are not generally  subject to any foreign currency risk, and we are,
in  management's  opinion,  subject to only  minimum  interest  rate  risk.  Our
interest rate risk generally  arises from our variable  interest rate loans,  as
described in our Financial  Statements  below and from  fluctuations in interest
earnings arising from our limited  investment  portfolio.  As noted above in the
section entitled  "Business",  our debt with Hecla was assigned to third parties
and,  in  connection  with the  consummation  of our merger with  LumaLite,  was
converted  into shares of our common stock.  With respect to market risk arising
from our investment portfolio,  we have taken measures which we believe minimize
fluctuations  in  those  interest  rates.  We do not  use  derivative  financial
investments  in our  financial  portfolio.  Based on the  recent  actions of the
Federal  Research  Board,  our management  believes that both interest rates and
inflation will be stable for the remainder of 2003. As a result,  our management
believes that we will suffer minimal market risk form our operations.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
   ON ACCOUNTING AND FINANCIAL DISCLOSURE

         None.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS

DIRECTORS AND EXECUTIVE OFFICERS.

         All directors of our company hold office until the next annual  meeting
of the  shareholders or until their  successors have been elected and qualified.
The officers of our company are  appointed  by our board of  directors  and hold
office until their death,  resignation or removal from office. As at the date of
this annual report, our officers and directors,  their ages,  positions held and
duration of  positions  held are as follows.  There are no family  relationships
between or among any of our directors:
<TABLE>
<CAPTION>

NAME                         AGE      POSITION WITH                                   DATE POSITION
                                       THE COMPANY                                    FIRST HELD
<S>                          <C>      <C>                                             <C>
Dr. Dale Rorabaugh           59       Chairman of the Board and CEO                   April 15, 2002
Michael Jackson              56       Director, President                             April 15, 2002
Hank Schumer                 75       Director, Secretary-Treasurer and CFO           April 15, 2002
Joseph Forehand              47       Director, Vice President of Operations          April 15, 2002
</TABLE>


<PAGE>



BUSINESS EXPERIENCE

         The  following  is a  brief  account  of  the  education  and  business
experience  during  at least  the past five  years of each  director,  executive
officer and significant  employee,  indicating the principal  occupation  during
that period,  and the name and principal  business of the  organization in which
such occupation and employment were carried out.

         DR. DALE  RORABAUGH.  Dr.  Rorabaugh  joined us in connection  with the
merger with  LumaLite and is the Chairman of our parent  corporation's  Board of
Directors and its Chief  Executive  Officer.  He also serves as C.E.O.  and as a
director of LumaLite.  Dr. Rorabaugh was one of the founders of LumaLite. He was
most recently President of the Aurora Group, a company  specializing in Research
& Development of new products for the medical  profession.  Prior to that he was
President  of  Eclipse  Ventures  from  1994-2000,  which  developed  a  Corneal
Topographer used in Lasik surgery in the ophthalmic  industry,  prior to this he
was President of Dicon where he developed an automated visual field device.  The
company was sold to Cooper-Vision.  Dr. Rorabaugh holds a degree in Physics from
the University of Virginia and a Doctor of Optometry  degree from the University
of California at Berkeley.

         MICHAEL  JACKSON.  Michael  Jackson  joined us in  connection  with the
merger  with  LumaLite  and is a  member  of our  Board  of  Directors  and  our
President.  He also serves as President  and as a director of  LumaLite.  Before
joining LumaLite,  Mr. Jackson was most recently Vice President of Marketing and
Sales with HGM Medical Laser, a medical sales business. Before that, Mr. Jackson
was Vice President of Sales for the Western  Region for Kreativ,  Inc., a dental
sales organization. Mr. Jackson attended Virginia Polytechnic Institution, where
he studied engineering.

         HANK SCHUMER.  Hank Schumer joined us in connection  with the merger as
our Secretary- Treasurer,  Chief Financial Officer, and as a member of its Board
of  Directors.  Mr.  Schumer  Previously  was a partner in the Aurora  Group and
Eclipse Ventures.  Mr. Schumer has a Bachelor of Electrical  Engineering  degree
from C.C.N.Y. and a Masters in Business  Administration from Drexel Institute of
Technology.

         JOSEPH FOREHAND. Joined us in connection with the merger as a member of
our  Board of  Directors,  and Vice  President  of  Operations.  Before  joining
LumaLite,  he was Vice  President  of  Operations  at  Kreativ,  Inc.,  a dental
equipment  manufacturing  concern.  Mr.  Forehand  attended  the  University  of
Alabama, where he studied engineering.

STRUCTURE OF OUR BOARD OF DIRECTORS

         At each annual meeting of our  shareholders,  the directors are elected
and hold office for a term  expiring at the annual  meeting of our  shareholders
held the next  succeeding  year, or until their earlier  resignation or removal.
Our Certificate of Incorporation provides that our directors may be removed only
for cause,  and only by the affirmative vote of the holders of two-thirds of the
common shares entitled to vote at a meeting of our shareholders.

         During 2002, our Board of Directors  consisted of four persons.  We did
not  have  any  standing   committees.   Our  directors  did  not  receive  cash
compensation  for serving on our Board (or any  committee of our Board),  or for
any other services they provide to us in their capacity as directors.  They are,
however,  entitled to  reimbursement  for expenses they incur in connection with
attending Board or Committee meetings.



<PAGE>



LIMITATIONS OF LIABILITY AND INDEMNIFICATION

         Our certificate of incorporation  limits the personal  liability of our
directors and officers for monetary  damages to the maximum extent  permitted by
Nevada law. Under Nevada law, those limitations  include limitations on monetary
damages  for any action  taken or failed to be taken as an officer or  director,
except for an act or omission that involves intentional  misconduct or a knowing
violation  of the law,  or  payment  of proper  distributions.  Nevada  law also
permits a  corporation  to indemnify  any current or former  director,  officer,
employee  or agent if the  person  acted in good  faith in a manner  in which he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation.  In the case of a criminal proceeding,  the indemnified person must
also have had no reasonable cause to believe that his conduct was unlawful.

         Our  bylaws  provide  that,  to  the  full  extent   permitted  by  out
certificate of  incorporation  and the Nevada Business  Corporation Act, we will
indemnify,  and advance  expenses to, our  officers,  directors and employees in
connection  with any action,  suit or  proceeding,  civil or criminal,  to which
those  person are made a party by reason of their being a  director,  officer or
employee. That indemnification is in addition to the advancement of expenses.

         At  present,  we are  not  involved  in any  litigation  or  proceeding
involving any director of officer where  indemnification by us would be required
or permitted.

CONFLICTS OF INTEREST

         Certain  conflicts  of interest  existed at  December  31, 2002 and may
continue to exist  between the Company and its officers and directors due to the
fact that each has other business interests to which he devotes attention.  Each
officer  and  director  may  continue  to do so  notwithstanding  the fact  that
management time should be devoted to the business of the Company.

         Certain  conflicts  of interest  may exist  between the Company and its
management,  and  conflicts  may  develop in the  future.  The  Company  has not
established  policies or procedures  for the  resolution of current or potential
conflicts of  interests  between the  Company,  its  officers  and  directors or
affiliated entities.  There can be no assurance that management will resolve all
conflicts  of interest in favor of the  Company,  and failure by  management  to
conduct the  Company's  business in the  Company's  best  interest may result in
liability to the  management.  The officers and directors are accountable to the
Company as  fiduciaries,  which means that they are  required  to exercise  good
faith and integrity in handling the Company's affairs.  Shareholders who believe
that the  Company  has been  harmed by  failure of an  officer  or  director  to
appropriately  resolve any conflict of interest may,  subject to applicable rule
of  civil  procedure,  be able to bring a class  action  or  derivative  suit to
enforce their rights and the Company's rights.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         Section 16(a) of the Securities  Exchange Act of 1934, or the "Exchange
Act," requires our executive officers and directors,  and persons who own 10% or
more of a  registered  class of our equity  securities  (all of whom we refer to
collectively as "reporting persons") to file reports of ownership and changes in
ownership  with the  Securities  and  Exchange  commission  if we and our equity
securities meet certain requirements.  We have not received copies of filings on
forms 3, 4 or 5 for any such  reporting  person for the year ended  December 31,
2002.

ITEM 10.  EXECUTIVE COMPENSATION


<PAGE>




         Prior  to  the  merger,   LumaLite  entered  into  written   employment
agreements with the four persons named in Item 9 above.  Those persons served as
LumaLite's  executive  offers and  directors  prior to the merger and,  with the
completion of the merger,  also serve as executive officers and directors of our
parent corporation.

         The employment  agreements are all dated effective  January 1, 2002 and
have initial terms of five years. The agreements are automatically renewable for
one-year extension terms, subject to notice by either party of his or its intent
to  terminate  the  agreement.  The  agreements  provide  for stated base salary
amounts ($120,000 per year in the case of Mr. Jackson,  $130,000 per year in the
case of Dr. Rorabaugh,  $120,000 in the case of Mr. Forehand, and $80,000 in the
case of Mr.  Schumer),  payable in monthly  installments.  Compensation  for any
extension terms will be as mutually agreed to by the parties at the beginning of
the extension  period.  The contract may be terminated upon the mutual agreement
of the parties,  upon the death of the employee or upon LumaLite's  dissolution,
bankruptcy or receivership.

         The  contracts  do not provide  for any  "change of control"  payments,
severance  payments or other provisions  relating to payments to the employee in
the  event of any  fundamental  change in  LumaLite's  business,  operations  or
ownership.   The   agreements   also  do  not  contain  any  non-   competition,
non-solicitation  or  assignment  of  inventions  provisions,  although  they do
require the  employee and  LumaLite,  during the term of the  agreement,  to use
their best  efforts to avoid  areas  which may  involve  conflicts  of  interest
between  LumaLite and the employee with respect to activities  engaged in by the
employee.

         We have maintained one stock option plan. The LumaLite  Holdings,  Inc.
2002-2003  Consultants  and Employees Stock Option Plan provides for stock-based
grants to selected consultants, officers, directors and other key employees. The
options have a five or ten-year  life.  The  following  summarizes  stock option
activity during the years ended December 31, 2002 and 2001:
<TABLE>
<CAPTION>
                                              December 31, 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, 24,575 and 24,573 options, respectively).

ITEM 11.  SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information regarding beneficial
ownership  of shares of our common  stock by (i) each person  known by us to own
more than 5% of our outstanding


<PAGE>


common  stock,  (ii)  each of our  directors  and,  (iii)  all of our  executive
officers and directors as a group.  Except as noted, each person has sole voting
and sole investment or dispositive  power with respect to the shares shown.  The
information  presented is based on  information  as of December 31, 2002, and is
based on 28,964,234  outstanding  shares of common  stock.  The inclusion of any
shares of common stock as "beneficially owned" in this chart does not constitute
an admission of actual  beneficial  ownership (which is a broad definition under
the securities laws) of those shares. Unless otherwise indicated, each person is
deemed to  beneficially  own any shares issuable on exercise of stock options or
warrants  held  by  that  person  that  are  currently   exercisable  or  become
exercisable within 60 days after the record date:
<TABLE>
<CAPTION>

             (1)                                    (2)                               (3)                (4)
                                                  Name and                         Amount and
                                                 Address of                        Nature of
          Title of                               Beneficial                        Beneficial        Percent of
            Class                                  Owner                             Owner              Class
-------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                                  <C>                <C>
Common Stock                  Eugene Breznock                                          3,525,260                 12.17%
                              27956 State Hwy 128
                              Winters, CA 95694

Directors & Executives
                              Dr. Dale Rorabaugh, CEO & Director                       4,571,853                 15.78%
                              2810 Via Orange Way, Suite B
                              Spring Valley, CA 91978

                              Michael Jackson, President & Director                    2,577,614                  8.89%
                              2810 Via Orange Way, Suite B
                              Spring Valley, CA 91978

                              Hank Schumer, Director/Sec/Treas./CFO                    1,777,590                  6.14%
                              2810 Via Orange Way, Suite B
                              Spring Valley, CA 91978

                              Joseph Forehand, Director, VP Oper.                      2,577,614                  8.89%
                              2810 Via Orange Way, Suite B
                              Spring Valley, CA 91978
Directors and executive officers as a Group                                           11,504,671                 39.72%
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During  the  third  quarter  of 2000,  Helca  forgave  $248,897  of our
accounts payable to Helca Mining Company and Minera Helca, S.A. de C.V. (Helca's
wholly owned subsidiary). We recorded the forgiveness of the accounts payable as
an equity contribution.

         LumaLite Holdings,  Inc. (formerly Consil Corp.) And LumaLite,  Inc., a
California  corporation,  developers  and marketers of medical  products for the
dental industry, a wholly owned subsidiary of LumaLite Holdings, Inc., concluded
an Exchange  Agreement on March 14th , 2003 which effectively  returns LumaLite,
Inc. to a non-public entity. This action was taken due to the fact


<PAGE>



that  LumaLite  Holdings,  Inc.  was unable to raise the  capital  necessary  to
properly  fund  LumaLite,  Inc. and  establish a liquid  market for the LumaLite
Holdings,  Inc.'s stock. As a result,  LumaLite,  Inc. has incurred  substantial
debt that in turn is having an adverse  effect on the  market  for the  LumaLite
Holdings, Inc.'s stock. The terms of the Exchange Agreement may be summarized as
follows:

         Both  parties  desire to cause a  divestiture  of LumaLite,  Inc.  from
         LumaLite Holdings, Inc. by exchanging the shares of Lumalite, Inc. held
         by  LumaLite  Holdings,  Inc.  for  all of the  outstanding  shares  of
         LumaLite  Holdings,  inc. stock held by shareholders of LumaLite,  Inc.
         prior to the merger, who desire to exchange such stock.

         1.       The  shares  of  stock  of  LumaLite,  Inc.  held by  LumaLite
                  Holdings, Inc. shall be cancelled..

         2.       LumaLite,  Inc.  agrees to the return and  cancellation of any
                  shares  of  stock  in  LumaLite  Holdings,   Inc.  which  were
                  delivered to  shareholders  of  LumaLite,  Inc. who consent to
                  have their shares of LumaLite  Holdings,  Inc. stock exchanged
                  for  LumaLite,  Inc.  shares.  LumaLite,  Inc. will deliver at
                  least 80% of the shares held by shareholders of LumaLite, Inc.
                  prior to the merger who received shares of LumaLite  Holdings,
                  Inc. subsequent to the merger.

         3.       LumaLite,  Inc.  agrees to assume all debts of LumaLite,  Inc.
                  with certain minor exceptions.

                                     PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
               FORM 8-K

         (a) The following documents are filed as part of this report.

1. FINANCIAL STATEMENTS                                                     PAGE

Independent Auditor's Report                                                 F-1
Consolidated Balance Sheets, December 31, 2002 and 2001                      F-2
Consolidated Statements of Operations,
  For the Years Ended December 31, 2002 and 2001                             F-4
Consolidated Statements of Changes in Stockholders' Equity,
  For the Years Ended December 31, 2002 and 2001                             F-5
Consolidated Statements of Cash Flows,
  For the Years Ended December 31, 2002 and 2001                             F-6
Notes to Consolidated Financial Statements                                   F-8

2.  FINANCIAL STATEMENT SCHEDULES
         The following  financial statement schedules required by Regulation S-X
are included herein.

         All  Schedules  are  omitted  because  they are not  applicable  or the
required information is shown in the financial statements or notes thereto.




<PAGE>



3.  EXHIBITS

         The exhibit  numbers in the  following  list  correspond to the numbers
assigned to such Exhibits in Item 601 of Regulation S-K.

Exhibit
Number            Exhibit

2.1      Exchange Agreement dated March 14, 2003 between LumaLite Holdings, Inc.
         and LumaLite, Inc.

3.1      Articles of Articles of Incorporation and By-Laws. (1)

10.2     Agreement and Plan of Merger (1)

99.1     Certification  Pursuant to 18 U.S.C.  Section 1350, As Adopted Pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2     Certification  Pursuant to 18 U.S.C.  Section 1350, As Adopted Pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)  Incorporated by reference

         (b) Reports on Form 8-K

         No  reports on Form 8-K were  filed  during the fourth  quarter of 2002
covered by this Form 10-KSB.


ITEM 14.  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  annual  report  on Form 10- KSB,  that  the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

                  (i) this  annual  report on Form  10-KSB  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 annual
                  report on Form 10-KSB, and

                  (ii) the financial statements, and other financial information
                  included in this annual report on Form 10-KSB,  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 annual report on Form 10-KSB.

         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.


<PAGE>



                                   SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                             LUMALITE HOLDINGS, INC.

By:   /s/ Dr. Dale Rorabaugh
      Dr. Dale Rorabaugh, CEO & Director
Date: March 19, 2003

By:   /s/ Michael Jackson
      Michael Jackson, President & Director
Date: March 19, 2003

By:   /s/ Hank Schumer
      Hank Schumer, Director/Sec/Treas./CFO
Date: March 19, 2003

By:   /s/ Joseph Forehand
      Joseph Forehand, Director, Vice President of Operations
Date: March 19, 2003

































<PAGE>



I, Dr. Dale Rorabaugh, certify that:

         1.       I have  reviewed this annual report on form 10-KSB of LumaLite
                  Holdings, Inc.

         2.       Based on my knowledge, this annual 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
                  annual report.

         3.       Based on my  knowledge,  the financial  statements,  and other
                  financial  information included in this annual 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 annual 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 annual 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 annual report (the "evaluation date");
                  and

         C)       presented  in this  annual  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  annual  report  whether  or not there were
                  significant  changes in internal  controls or in other factors
                  that could  significantly  affect internal controls subsequent
                  to the  date of our  most  recent  evaluation,  including  any
                  corrective actions with regard to significant deficiencies and
                  material weaknesses.

Date: March 19, 2003

/s/ Dr. Dale Rorabaugh
Dr. Dale Rorabaugh
CEO & Director
(Principal Executive Officer)



<PAGE>


I, Hank Schumer, certify that:

         1.       I have  reviewed this annual report on form 10-KSB of LumaLite
                  Holdings, Inc.

         2.       Based on my knowledge, this annual 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
                  annual report.

         3.       Based on my  knowledge,  the financial  statements,  and other
                  financial  information included in this annual 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 annual 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 annual 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 annual report (the "evaluation date");
                  and

         C)       presented  in this  annual  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 annual  report  whether or not there were  significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 19, 2003

/s/ Hank Schumer
Hank Schumer
Director/Sec/Treas./CFO
(Principal Financial and Accounting Officer)



<PAGE>





                                                     CONTENTS
<TABLE>
<CAPTION>
                                                                                                          Page

<S>                                                                                                        <C>
Independent Accountants' Report............................................................................F - 1

 Consolidated Balance Sheets
  December 31, 2002 and 2001...............................................................................F - 2

 Consolidated Statements of Operations for the
  For the Years Ended  December 31, 2002 and 2001..........................................................F - 4

 Consolidated Statement of Stockholders' Equity for the
  For the Years Ended  December 31, 2002 and 2001..........................................................F - 5

 Consolidated Statements of Cash Flows for the
  For the Years Ended  December 31, 2002 and 2001..........................................................F - 6

Notes to Consolidated Financial Statements.................................................................F - 8
</TABLE>


<PAGE>











                         INDEPENDENT ACCOUNTANTS' REPORT

LumaLite Holdings, Inc.

         We  have  audited  the  accompanying  consolidated  balance  sheets  of
LumaLite  Holdings,  Inc.  as of  December  31,  2002 and 2001,  and the related
consolidated  statements of operations,  cash flows,  and  stockholders'  equity
(deficit)  for  the  years  then  ended.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

         In our opinion,  the December 31, 2002 and 2001 consolidated  financial
statements  referred to above  present  fairly,  in all material  respects,  the
financial position of LumaLite Holdings,  Inc. as of December 31, 2002 and 2001,
and the results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles in the United States of
America.


                                                   Respectfully submitted


                                                   /S/ ROBISON, HILL & CO.
                                                   Certified Public Accountants





Salt Lake City, Utah
January 30, 2003
except Note 9 for which
the date is March 19, 2003

                                      F - 1

<PAGE>



                             LUMALITE HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                December 31,
                                                     -----------------------------------
                                                           2002               2001
                                                     -----------------  ----------------
ASSETS
Current Assets:
<S>                                                  <C>                <C>
Cash and cash equivalents                            $          27,160  $         52,492
Receivables                                                    223,152           388,569
Inventory                                                      359,894           316,706
Other current assets                                           147,257                 -
                                                     -----------------  ----------------

     Total Current Assets                                      757,463           757,767
                                                     -----------------  ----------------

Fixed Assets:
Manufacturing equipment                                         44,170                 -
Demo equipment                                                  39,437            24,750
Computer equipment                                              14,942             6,681
Furniture & fixtures                                             6,334             4,709
Test equipment                                                   5,958             5,958
                                                     -----------------  ----------------
                                                               110,841            42,098
Less Accumulated Depreciation                                  (25,390)          (10,646)
                                                     -----------------  ----------------
     Net Fixed Assets                                           85,451            31,452
                                                     -----------------  ----------------

Other Assets:
Intra Oral Camera - Licensing Rights- net                      220,278                 -
Other Assets - Deposits                                          3,662             3,662
                                                     -----------------  ----------------
     Total Other Assets                                        223,940             3,662
                                                     -----------------  ----------------

     TOTAL ASSETS                                    $       1,066,854  $        792,881
                                                     =================  ================
</TABLE>












                                      F - 2

<PAGE>



                             LUMALITE HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (Continued)
<TABLE>
<CAPTION>



                                                                         December 31,
                                                             -------------------------------------
                                                                   2002                2001
                                                             -----------------   -----------------
LIABILITIES
Current Liabilities:
<S>                                                          <C>                 <C>
Accounts Payable                                             $         681,644   $         172,879
Accrued Expenses                                                       228,319             283,153
Accrued Wages                                                          173,447             186,482
Short-Term Loans & Notes Payable                                       100,000                   -
Related Party Loans - Current                                          110,000                   -
                                                             -----------------   -----------------

     Total Current Liabilities                                       1,293,410             642,514
                                                             -----------------   -----------------

STOCKHOLDERS EQUITY
Preferred Stock, par value $.001 per share
   Authorized 10,000,000 shares,
   None issued at December 31, 2002 and 2001                                 -                   -

Common Stock, par value $.001 per share,
   100,000,000 shares authorized,  Issued
   28,964,234 shares at December 31, 2002
   and 17,800,000 shares at December 31, 2001                           28,964              17,800
Additional Paid-in Capital                                             312,978             268,900
Retained Earnings (Deficit)                                           (568,498)           (136,333)
                                                             -----------------   -----------------

     Total Stockholders' Equity                                       (226,556)            150,367
                                                             -----------------   -----------------

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY                                        $       1,066,854   $         792,881
                                                             =================   =================
</TABLE>










                 See accompanying notes and accountants' report.

                                      F - 3

<PAGE>



                             LUMALITE HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>




                                                                         For The Year
                                                                             Ended
                                                                          December 31,
                                                             -------------------------------------
                                                                   2002                2001
                                                             -----------------   -----------------
REVENUES
<S>                                                          <C>                 <C>
Sales                                                        $       2,099,944   $       4,020,359
Cost of Sales                                                        1,171,425           1,704,426
                                                             -----------------   -----------------
Gross Margin                                                           928,519           2,315,933

EXPENSES
   Selling & Marketing                                                 744,384             586,971
   Research and Development                                            264,002              56,870
   General & Administrative                                            447,148             996,907
                                                             -----------------   -----------------
                                                                     1,455,534           1,640,748
                                                             -----------------   -----------------

Net Income from Operations                                            (527,015)            675,185
                                                             -----------------   -----------------

Other Income (Expense)
   Interest Income                                                         463              12,828
   Interest Expense                                                     (9,065)                  -
                                                             -----------------   -----------------
      Net Other Income (Expense)                                        (8,602)             12,828
                                                             -----------------   -----------------


Net Income (Loss) Before Income Taxes                                 (535,617)            688,013

Income Tax Expense (benefit)                                          (103,452)            284,032
                                                             -----------------   -----------------

NET INCOME (LOSS)                                            $        (432,165)  $         403,981
                                                             =================   =================
</TABLE>










                 See accompanying notes and accountants' report.

                                      F - 4

<PAGE>



                             LUMALITE HOLDINGS, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>
                                                                                      Additional         Retained
                                                         Common Stock                  Paid-in          Earnings /
                                             ------------------------------------
                                                  Shares             Value             Capital          (Deficit)
                                             ----------------- ------------------  ----------------  ----------------
<S>                                          <C>               <C>                 <C>               <C>
Balance at December 31, 2000                        20,160,578 $           20,161  $        182,776  $       (540,314)

Common stock issued for expenses
   during January, 2001                                141,839                142             7,871                 -
Common stock issued for expenses
   during July, 2001                                    44,250                 44             2,456                 -
Purchase of treasury stock for cash
   during July, 2001                                (5,269,697)            (5,270)              493                 -
Common stock issued for expenses
   during August, 2001                                  68,030                 68             2,959                 -
Common stock issued on exercise
   of Stock options during
   December, 2001                                    2,655,000              2,655            72,345                 -
Net Income                                                   -                  -                             403,981
                                             ----------------- ------------------  ----------------  ----------------

Balance at December 31, 2001                        17,800,000             17,800           268,900          (136,333)

Common stock issued for cash
   during January, 2002                                500,000                500           499,500                 -
Common stock issued in connection
   with reverse merger with
   LumaLite, Inc. April, 2002                          388,275                388        (1,211,123)                -
Common stock cancelled and returned
   to company during April, 2002                      (296,732)              (297)              297                 -
Common stock issued in exchange
   for debt during April, 2002                      10,118,744             10,119           717,273                 -
Common stock issued in exchange
   for services during December, 2002                  453,947                454            38,131
Net income (loss)                                                                                            (432,165)
                                             ----------------- ------------------  ----------------  ----------------

Balance at December 31, 2002                        28,964,234 $           28,964  $        312,978  $       (568,498)
                                             ================= ====================================  ================
</TABLE>




                 See accompanying notes and accountants' report.

                                      F - 5

<PAGE>



                             LUMALITE HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                               For The
                                                                              Year Ended
                                                                              December 31,
                                                                -------------------------------------
                                                                       2002               2001
                                                                ------------------  -----------------
Cash Flows From Operating Activities
<S>                                                             <C>                 <C>
   Net income (loss) for the period                             $         (432,165) $         403,981
Adjustments to reconcile net loss to net cash provided
by operating activities
   Depreciation and amortization                                            99,466              9,818
Changes in Operating Assets and Liabilities
   (Increase) decrease in Receivables                                      165,417           (285,164)
   (Increase) decrease in Inventory                                        (43,188)          (259,766)
   (Increase) decrease in Other current assets                            (147,257)           128,000
    Increase in Accounts Payable                                           508,765             42,305
    Increase (Decrease) in Accrued Expenses                                (54,834)           256,126
    Increase (Decrease) in Checks Written
         In excess of Cash in Bank                                               -            (17,229)
    Increase (Decrease) in Accrued Wages                                   (13,035)          (142,743)
                                                                ------------------  -----------------
Net Cash Provided by (Used in) Operating
     Activities                                                             83,169            135,328
                                                                ------------------  -----------------

Cash Flows From Investing Activities
    Purchase of Equipment                                                  (68,743)           (37,250)
    Purchase of Licensing rights                                          (305,000)                 -
    Rent Deposit                                                                 -             (2,305)
                                                                ------------------  -----------------
Net Cash Used by Investing Activities                                     (373,743)           (39,555)
                                                                ------------------  -----------------

Cash Flows From Financing Activities
   Proceeds from Loans - Related Party                                     110,000                  -
   Proceeds/ Payments Short-Term Loans                                     100,000            (20,044)
   Payments on Related Party Loans                                               -           (207,000)
   Proceeds from Sale of Common Stock                                      538,585             89,357
   Merger costs                                                           (483,343)                 -
   (Increase) in Stock Subscription
          Receivable                                                             -            250,000
   Cost of Treasury Stock                                                        -             (5,594)
   Principle Payments on Long-term Debt                                          -           (150,000)
                                                                ------------------  -----------------
Net Cash Provided by (Used in) Financing
   Activities                                                              265,242            (43,281)
                                                                ------------------  -----------------

Increase (Decrease) in Cash                                                (25,332)            52,492
Cash at beginning of period                                                 52,492                  -
                                                                ------------------  -----------------
Cash at End of Period                                           $           27,160  $          52,492
                                                                ==================  =================
</TABLE>


                                      F - 6

<PAGE>



                             LUMALITE HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Continued)
<TABLE>
<CAPTION>

                                                                                For The
                                                                               Year Ended
                                                                              December 31,
                                                                 --------------------------------------
                                                                        2002                2001
                                                                 ------------------  ------------------

Supplemental Disclosure of Interest and Income Taxes Paid
<S>                                                              <C>                 <C>
   Interest paid during the period                               $            9,064  $           36,849
                                                                 ==================  ==================
   Income taxes paid during the period                           $          120,000  $              952
                                                                 ==================  ==================
</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.

                                      F - 7

<PAGE>



                             LUMALITE HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 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.

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 years ended December 31,
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.

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.

Reclassifications

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

                                      F - 8

<PAGE>



                             LUMALITE HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)

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

Depreciation and Amortization

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


                     Asset                              Rate
------------------------------------------------  -----------------
Manufacturing equipment                                     7 years
Demo equipment                                              7 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.

         Licensing  Rights  are  being  amortized  over the life of the  license
agreement.

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>
                                                       Year Ended December 31,
                                                      2002                 2001
                                                -----------------    -----------------

<S>                                             <C>                  <C>
Finished Goods                                  $         151,154    $         112,543
Raw Materials                                             208,740              204,164
                                                -----------------    -----------------

         Total Inventory                        $         359,894    $         316,707
                                                =================    =================
</TABLE>

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.

                                      F - 9

<PAGE>



                             LUMALITE HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 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 Year Ended December 31, 2002
                                                        -----------------------------------------------------------
BASIC EARNINGS PER SHARE
<S>                                                     <C>                          <C>         <C>
Income to common shareholders                           $         (432,165)          28,964,234  $           (0.01)
                                                        ==================  ===================  ==================

                                                                   For the Year Ended December 31, 2001
                                                        -----------------------------------------------------------
BASIC LOSS PER SHARE
Loss to common shareholders                             $          403,981           17,800,000  $             0.02
                                                        ==================  ===================  ==================
</TABLE>

         The  effect  of   outstanding   common  stock   equivalents   would  be
anti-dilutive  for  December  31, 2002 and are thus not  considered.  Options to
purchase 98,298 shares of common stock were outstanding during 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.

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.

         As  of  December  31,  2002,  the  Company  had a  net  operating  loss
carryforward for income tax reporting purposes of approximately  $1,181,000 that
may be offset against future taxable income through 2022. Current tax laws limit
the amount of loss  available to be offset  against future taxable income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset  future  taxable  income may be limited.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.  Carryback  of net  operating  losses  resulted in a tax benefit of
$103,000.

         At  December  31,  2001 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.  The tax expense consists
of Federal tax $224,000 and California State tax $59,000.


                                     F - 10

<PAGE>



                             LUMALITE HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 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.

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.

NOTE 2 - STOCK OPTIONS

         The options  have a five or ten-year  life.  The  following  summarizes
stock option activity during the years ended December 31, 2002 and 2001:
<TABLE>
<CAPTION>
                                              December 31, 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; 24,575 and 24,573 options, respectively).





                                     F - 11

<PAGE>



                             LUMALITE HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)

NOTE 3 - 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 4 - RELATED PARTY TRANSACTIONS

Notes payable to related parties are as follows:
<TABLE>
<CAPTION>
                                                           December 31,
                                                     2002                2001
                                               -----------------  ------------------
<S>                                            <C>                <C>
Promissory note, repayable to
   Officers of the Company, due
   on demand including
   interest at 15%, unsecured                  $         110,000  $                -
                                               =================  ==================
</TABLE>

NOTE 5 - COMMITMENTS

                  The Company has entered into a lease  agreement for its office
and warehouse facilities. The rental charges are approximately $5,426 per month.
The lease expires November 30, 2005.

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>
         2003                                               $          63,176                   -
         2004                                                          65,727                   -
         2005                                                          56,974                   -
         2006                                                               -                   -
         2007                                                               -                   -
                                                            -----------------   -----------------
         Total minimum future lease payments                $         185,877   $               -
                                                            =====================================
</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.


                                     F - 12

<PAGE>



                             LUMALITE HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)

NOTE 6 - SHORT-TERM LOANS & NOTES PAYABLE

         Short-term  notes payable  consist of an 18 month amortized loan with a
bank in the amount of $100,000 at 7.75% interest which matures January 1, 2004.

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).

NOTE 8 - 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

                                     F - 13

<PAGE>


                             LUMALITE HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)

NOTE 8 - DEFAULT ON SALE OF COMMON STOCK (Continued)

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 9 - DIVESTITURE OF LUMALITE, INC.

         LumaLite Holdings,  Inc. (formerly Consil Corp.) And LumaLite,  Inc., a
wholly  owned  subsidiary  of LumaLite  Holdings,  Inc.,  concluded  an Exchange
Agreement on March 14th , 2003 which  effectively  returns  LumaLite,  Inc. to a
non-public entity. This action was taken due to the fact that LumaLite Holdings,
Inc. was unable to raise the capital  necessary to properly fund LumaLite,  Inc.
and establish a liquid  market for the LumaLite  Holdings,  Inc.'s  stock.  As a
result,  LumaLite,  Inc. has incurred substantial debt that in turn is having an
adverse effect on the market for the LumaLite Holdings,  Inc.'s stock. The terms
of the Exchange Agreement may be summarized as follows:

         Both  parties  desire to cause a  divestiture  of LumaLite,  Inc.  from
         LumaLite Holdings, Inc. by exchanging the shares of Lumalite, Inc. held
         by  LumaLite  Holdings,  Inc.  for  all of the  outstanding  shares  of
         LumaLite  Holdings,  inc. stock held by shareholders of LumaLite,  Inc.
         prior to the merger, who desire to exchange such stock.

         1.       The  shares  of  stock  of  LumaLite,  Inc.  held by  LumaLite
                  Holdings, Inc. shall be cancelled..

         2.       LumaLite,  Inc.  agrees to the return and  cancellation of any
                  shares  of  stock  in  LumaLite  Holdings,   Inc.  which  were
                  delivered to  shareholders  of  LumaLite,  Inc. who consent to
                  have their shares of LumaLite  Holdings,  Inc. stock exchanged
                  for  LumaLite,  Inc.  shares.  LumaLite,  Inc. will deliver at
                  least 80% of the shares held by shareholders of LumaLite, Inc.
                  prior to the merger who received shares of LumaLite  Holdings,
                  Inc. subsequent to the merger.

         3.       LumaLite,  Inc.  agrees to assume all debts of LumaLite,  Inc.
                  with certain minor exceptions.


                                     F - 14