UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K SB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2001
Commission File No. 0-4846-3
LUMALITE HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Nevada 82-0288840
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4766 Holladay Blvd.
Holladay, Utah 84117 83815-8788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 801-273-9300
CONSIL CORP.
6500 Mineral Drive
Coeur d'Alene, Idaho
(Former name and address)
Securities registered pursuant to Section 12(g) of the Act:
Name of Each Exchange on
Title of Each Class Which Each Class is Registered
Common stock, par value $.001 Vancouver Stock Exchange
OTC Bulletin Board
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, and (2) has been subject to such filing
requirements for at least the past 90 days. Yes [ X ] No
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 registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
The aggregate market value of the registrant's voting common stock held
by nonaffiliates was $92,827 at April 4, 2002, based on the latest trade date on
the OTC Bulletin Board maintained by the NASD as of April 4, 2002. As of April
4, 2002, there were 21,949,707 shares of the registrant's common stock
outstanding.
PART I
Item 1. Business
Lumalite Holdings, Inc. ("Lumalite Holdings," the "Company," "we," and
"us"), formerly 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.
These 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 we believe will result 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. The merger was
completed immediately prior to the filing of this report.
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.
We have reported some of these transactions before in our other filings
with the Securities and Exchange Commission, and some of the transactions
described below occurred, or are anticipated to occur, after December 31, 2001,
the closing date of the period covered by this report. We have included
descriptions of these matters in this report to provide a more balanced
description of our operations, business and prospects on a going-forward basis.
We intend to timely file a current report on Form 8-K which complies with the
requirements of Rule 12g-3 promulgated under the Securities Exchange Act of
1934, as amended, with respect to the completion of the merger.
The Year 2001 Operations
During the period covered by this report, we conducted no active
business operations, engaged in no mineral research activities or related
development and did not expend any amounts on mineral research or exploration.
During that same period, we had no employees. Certain administrative services
relating to our minimal maintenance operations were provided by employees of
Hecla Mining Company, formerly our majority stockholder.
Since we did not conduct any active operations during the period
covered by this report, we are not including in this report any information as
to industry segments or any descriptions of our properties, which are minimal
and relate solely to maintaining our administrative functions and corporate
existence. During the period covered by this report, we had no patents,
licenses, franchises, or concessions which we consider to be of importance. Our
sole business asset consisted of our rights under our contract with Sunshine
Precious Metals, Inc. for a variable production royalty tied to the price of
silver but, as noted above, Sunshine Precious Metals, Inc. filed for bankruptcy
under Title 11 Chapter 11 of the U.S. Code in 2000 and subsequently shut down
all operations at the Sunshine mine. Information regarding our geographic
segments is set forth in note 6 to the Financial Statements included as part of
this report.
The Recent Transactions
Immediately before, and subsequent to, the end of the period covered by
this report, we effected a number of changes to our business, operations,
financial structure and organizational documents, as follows:
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 merger, and certain shareholders of
LumaLite. Under the terms of the merger agreement, ConSil Merger Corp. will
merge with and into LumaLite, with LumaLite surviving the merger and becoming
our wholly-owned subsidiary. The merger was completed immediately prior to the
filing of this report.
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 unvested) 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, and upon the filing of this report, 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 Persons;
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 dentist's 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-Mat, 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 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, 2001
show revenues of $4,020,359 for the year ended December 31, 2001 and $585,385
for the year ended December 31, 2000. Pre-tax net income (loss) for the years
ended December 31, 2001 and 2000 were $688,013 and ($237,462), respectively.
Despite having commenced operations and having revenue, LumaLite may be
considered to be in 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 were 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 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 Articles 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).
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 principles 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 will conduct our business operations though a parent corporation,
LumaLite Holdings, Inc. (formerly Consil Corp.), and our wholly-owned
subsidiaries, LumaLite, Inc. and Minera ConSil, S.A. de C.V. Minera has no
assets and conducts no operations. Our parent corporation's assets primarily
consist of its direct interest in our wholly-owned subsidiaries. Our operations
will be primarily conducted through our LumaLite, Inc. subsidiary.
When we discuss our operations in this report, you should assume the
completion of the merger and that we are describing our own and our
subsidiaries' operations. We are structuring our corporate ownership interests
in our subsidiaries to provide our parent corporation with the ability to
consolidate their operations in our parent corporation's financial statements
under United States generally accepted accounting principles.
As of the end of the reporting period covered by this report (December
31, 2001), our principal executive office was located at 4766 Holladay Blvd.,
Holladay, Utah, where our telephone number was (801) 273-9300. As a result of
our merger with LumaLite, our principal operating office will be 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, tradename 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 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 other reports and filings,
which are incorporated herein by this reference.
Item 2. Property
Prior to the completion of the merger with LumaLite, our properties
consist primarily of minimal office equipment, the right to use office space at
our principal executive location at 4766 Holladay Boulevard in Holladay, Utah,
and the rights under our agreement with Sunshine Precious Metals, Inc., which,
as noted above, filed for reorganization under Chapter 11 of the bankruptcy code
in 2000 and has shut down operations in its Sunshine mine.
Upon the consummation of our merger with LumaLite, we now will conduct
our principal business operations through LumaLite's properties and equipment.
LumaLite's principal business operations are conducted from a leased 4500 sq.
ft. combination administrative, research, manufacturing and warehouse space
located in Spring Valley, California. The lease for the property expires in
November 2004. 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. Matters Voted on by 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.
PART II
Item 5. Market for the Registrant's 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 table sets forth the high and low bid prices for our
common stock as reported by the Spokane Quotation Service for the quarterly
periods indicated. The prices reported by the Spokane Quotation Service
represent pre-reverse split prices between dealers which do not include retail
markups, markdowns or commissions and do not necessarily represent actual
transactions.
Bid
High Low
2001
First Quarter $.03 $.02
Second Quarter .03 .02
Third Quarter .03 .03
Fourth Quarter .08 .08
2000
First Quarter $.03 $.03
Second Quarter .03 .03
Third Quarter .03 .03
Fourth Quarter .03 .03
We had 3,223 holders of record of our common stock as of December 31,
2001.
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
Introduction
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 not 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 partners, our limited sales and
marketing experience, the highly competitive industries in which we operate and
general economic and business conditions, some or all of which may be beyond our
ability to control.
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 in April 2002, after the closing date for the period covered by this
report. 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
2001 vs. 2000
We reported a net loss of $97,744, or $0.01 per pre-reverse split
share, for the year ended December 31, 2001 compared to a net loss of $99,838,
or $0.01 per pre-reverse split share, in 2000. The increase in the net loss was
due to decreased interest expenses on our notes payable.
2000 vs. 1999
We reported a net loss of $99,838, or $.01 per pre-reverse split share,
for the year ended December 31, 2000, compared to a net loss of $89,721, or $.01
per pre-reverse share, in 1999. The increase in the net loss was due to an
increase in interest expense of $10,557 on the note payable to Hecla (see Note 3
of the Notes to Consolidated Financial Statements) and a decrease in interest
and other revenue of $157. The unfavorable variances were partly offset by a
decrease in general and administrative expenses of $597.
Financial Condition 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 shareholder 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, 2001, we had current assets of $793,000, compared to
$1,503.00 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 not sufficient to cover our operational expenses, which used $34,306 of
cash during the year ended December 31, 2001. The primary use of cash for
operating activities was for funding our limited general and administrative
expenses. At December 31, 2001, we had a stockholders deficit totaling $989,682.
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.
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. Our subsidiaries
could also obtain financing from third parties, but there can be no assurance
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 judgments, 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.
Item 7. Financial Statements and Supplementary Data
The following financial information is provided in accordance with the
requirements of Item 310 of Regulation S-B. See Item 14 for index of Financial
Statements and Supplemental Data filed herewith:
CONSIL CORP.
Consolidated Financial Statements
December 31, 2001 and 2000
(In U.S. Dollars)
/Letterhead/
Independent Auditor's Report
To the Board of Directors of:
ConSil Corp.
We have audited the accompanying balance sheet of ConSil Corp., as of December
31, 2001, and the related statements of income, retained earnings, and cash
flows for the year 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. The financial statements of
ConSil Corp., as of December 31, 2000, were audited by other auditors whose
report dated February 16, 2002, expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with generally accepted auditing standards,
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 misstatements. 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
the significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audit provides a
reasonable basis for my opinion.
In our opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of ConSil Corp., as of December 31,
2001, and the results of its operations and its cash flows for the year then
ended, in conformity with generally accepted accounting principles, in the
United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #7 to the financial
statements, the Company has an accumulated deficit and a negative net worth at
December 31, 2001. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also discussed in Note #7. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/S/ Bierwolf, Nilson & Associates
Bierwolf, Nilson & Associates
April 22, 2002
CONSIL CORP.
Balance Sheet
December 31
2001 2000
------------------ ------------------
Assets
Current Assets
Cash and Cash Equivalents $ 793 $ 1,419
Other Receivables - 84
------------------ ------------------
Total Assets $ 793 $ 1,503
================== ==================
Liabilities & Stockholders' Equity
Current Liabilities
Accounts Payable and Accrued Expenses $ 19,312 $ 2,096
Accrued Interest Payable (Note 4) 246,163 282,725
Notes Payable (Note 4) 725,000 725,000
------------------ ------------------
Total Current Liabilities 990,475 1,009,821
------------------ -------------------
Stockholders' Equity
Preferred Stock; 10,000,000 Shares Authorized;
$0.25 Par Value; None Issued & Outstanding - -
Common Stock, 20,000,000 Shares Authorized
$0.10 Par Value, 9,455,689 Shares Issued and
Outstanding 2,360,572 2,360,572
Paid In Capital 116,380 -
Accumulated Deficit (3,463,173) (3,365,429)
Less: Treasury Stock (3,461) (3,461)
------------------ ------------------
Total Stockholders' Equity (989,682) (1,008,318)
------------------ -------------------
Total Liabilities & Stockholders' Equity $ 793 $ 1,503
================== ===================
The accompanying notes are an integral part of these financial statements.
CONSIL CORP.
Statement of Operations
For the Years Ended December 31,
2001 2000 1999
----------------- ------------------ -----------------
Revenue
Interest $ $ - $ 879 $ 1,036
----------------- ----------------- ------------------
Total Revenues - 879 1,036
----------------- ----------------- ------------------
Expenses
General & Administrative 34,306 23,201 23,798
Interest Expense on Note Payable 63,438 77,516 66,959
----------------- ------------------ -----------------
Total Expenses 97,744 100,717 90,757
Loss Before Income Taxes (97,744) (99,838) (89,721)
Income Tax Provision - - -
----------------- ------------------ ------------------
Net Loss $ (97,744) $ (99,838) $ (89,721)
================= ================== ==================
Basic & Diluted Net Loss
Per Share $ (0.01) $ (0.01) $ (0.01)
Weighted Average
Shares Outstanding 9,455,689 9,449,707
The accompanying notes are an integral part of these financial statements.
CONSIL CORP.
Statement of Stockholders' Equity
From January 1, 1998 to December 31, 2001
Preferred Stock Common Stock
------------------------ -----------------------------
Paid-In Accumulated Treasury
Shares Amount Shares Amount Capital Deficit Stock
----------- ----------- ------------- -------------- ----------- --------------- -----------
Balance,
January 1, 1998 - $ - 9,455,689 $ 2,111,675 $ - $ (3,095,908) $ (3,461)
Net Loss
Year Ended
December 31, 1998 - - - - - (79,962) -
----------- ----------- ------------- -------------- ----------- ---------------- ----------
Balance,
December 31, 1998 - - 9,455,689 2,111,675 - (3,175,870) (3,461)
Net Loss
Year Ended
December 31, 1999 - - - - - (89,721) -
----------- ----------- ------------- -------------- ----------- ---------------- ----------
Balance,
December 31, 1999 - - 9,455,689 2,111,675 - (3,265,591) (3,461)
Increase in Equity
Accounts Due to
Forgiveness of Debt - - - 248,897 - - -
Net Loss
December 31, 2000 - - - - - (99,838) -
----------- ----------- ------------- -------------- ----------- ---------------- ----------
Balance,
December 31, 2000 - - 9,455,689 2,360,572 - (3,365,429) (3,461)
Forgiveness of Debt - - - - 16,380 - -
Exchange for
Royalty Deed - - - - 100,000 - -
Net Loss
Year Ended
December 31, 2001 - - - - - (97,744) -
----------- ----------- -------------- -------------- ------------ --------------- ----------
Balance,
December 31, 2001 - $ - 9,455,689 $ 2,360,572 $ 116,380 $ (3,463,173) $ (3,461)
=========== =========== ============== ============== ============ =============== ==========
The accompanying notes are an integral part of these financial statements.
CONSIL CORP.
Statements of Cash Flows
For the Years Ended December 31
2001 2000 1999
------------------- ------------------ -----------------
Cash Flows Used by Operating Activities
---------------------------------------
Net (Loss) $ (97,744) $ (99,838) $ (89,721)
Non Cash Transactions 116,380 - -
Adjustments to Reconcile Net Loss to Net Cash;
Other Receivables - 64 (28)
Prepaid Expenses - 300 (300)
Income Tax Refund Receivable - 8,000 8,000
Accounts Payable and
Accrued Expenses (36,562) (832) 4,063
Accrued Interest Payable on Note 17,300 68,516 66,959
------------------- ------------------ -----------------
Net Cash Used by
Operating Activities (626) (23,790) (11,027)
Cash Flows Used by Investing Activities - - -
--------------------------------------- ------------------ ------------------ -----------------
Net Cash Provided by
Investing Activities - - -
Cash Flows Used by Financing Activities
---------------------------------------
Proceeds from Note Payable to
Hecla Mining Company - 14,000 11,000
------------------ ------------------ -----------------
Net Cash Provided by
Financing Activities - 14,000 11,000
Net Decrease in Cash &
Cash Equivalents (626) (9,790) (27)
Cash & Cash Equivalents
at Beginning of Year 1,419 11,209 11,236
------------------ ------------------ -----------------
Cash & Cash Equivalents
at End of Year $ 793 $ 1,419 $ 11,209
================== ================== =================
The accompanying notes are an integral part of these financial statements.
CONSIL CORP.
Notes to Financial Statements
December 31, 2001
NOTE #1 - Organization
ConSil Corp. (ConSil), formerly Consolidated Silver Corporation, and its wholly
owned subsidiary, Miera ConSil, S.A. de C.V. (formed on December 20, 1995)
currently have no operating properties. ConSil is currently inactive.
The accompanying consolidated financial statements include the accounts of
ConSil and its wholly owned subsidiary. All significant intercompany
transactions and accounts are eliminated in consolidation. The preparation of
consolidated financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates.
At December 31, 2001, ConSil had 9,455,689 common shares outstanding of which
Lincoln Properties, Ltd., (Lincoln, the majority stockholder of ConSil) owned
7,418,300 shares or 78.503% of the outstanding shares.
NOTE #2 - Significant Accounting Policies
A. The Company uses the accrual method of accounting.
B. The Company considers all short term, highly liquid investments that
are readily convertible, within three months, to known amounts as cash
equivalents. The Company currently has no cash equivalents.
C. Primary Earnings Per Share amounts are based on the weighted average
number of shares outstanding at the dates of the financial statements.
Fully Diluted Earnings Per Shares shall be shown on stock options and
other convertible issues that may be exercised within ten years of the
financial statement dates.
D. Consolidation Policies: The accompanying consolidated financial
statements include the accounts of the company and its majority - owned
subsidiaries. Intercompany transactions and balances have been
eliminated in consolidation.
E. Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires 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 reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
F. Income Taxes: ConSil records deferred tax liabilities and assets for
the expected future income tax consequences of events that have been
recognized in its financial statements. Deferred tax liabilities and
assets are determined based on the tax basis of assets and liabilities
using enacted tax rates in effect in the years in which the temporary
differences are expected to reverse.
G. Accounting for Stock Options: ConSil measures compensation cost for
stock option plans using the intrinsic value method of accounting
prescribed by Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees". ConSil also provides the required
disclosures of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123).
CONSIL CORP.
Notes to Financial Statements
December 31, 2001
NOTE #3 - Income Taxes
The components of ConSil's income tax provision (benefit) for the years ended
December 31, 2001 and 2000 are as follows:
2001 2000
------------------ -----------------
Current:
Federal $ - $ -
State - -
------------------ -----------------
Total Current - -
Deferred:
Federal $ - $ -
State - -
------------------ -----------------
Total Deferred - -
------------------ -----------------
Total $ - $ -
================== =================
The income tax provisions (benefit) for the years ended December 31, 2001 and
2000 differed from the amounts which would have been provided by applying the
statutory federal income tax rate to the loss before income taxes. The reasons
for the differences were as follows;
2001 2000
------------------ -----------------
Computed "statutory" benefit $ (33,233) $ (33,945)
Change in valuation allowance due to
uncertainty of recovery of deferred
tax assets 33,233 33,945
------------------ -----------------
Total $ - $ -
================== =================
At December 31, 2001 and 2000, ConSil had the following deferred tax assets;
2001 2000
------------------ -----------------
Net operating loss carryforwards and
capitalized exploration costs and other $ 794,250 $ 761,017
Valuation Allowance (794,250) (761,017)
------------------ ------------------
Net Deferred Tax Asset $ - $ -
================== =================
The change in the valuation allowance during the years ended December 31, 2001
and 2000 were as follows:
2001 2000
------------------ -----------------
Balance, Beginning of Year $ 761,017 $ 727,072
Change due to non-utilization of net
operating loss carryforwards 33,233 33,945
------------------ -----------------
Balance, End of Year $ 794,250 $ 761,017
================== =================
CONSIL CORP.
Notes to Financial Statements
December 31, 2001
NOTE #3 - Income Taxes -continued-
----------------------
ConSil recorded the above valuation allowance to reflect the estimated amount of
the deferred tax asset which may not be realized principally due to limitation
of the refunds available during the carryback period and the uncertainty
regarding the generation of future taxable income to utilize reversing
deductible items. The realization of ConSil's future deductible items that are
not recoverable through the refund of prior income taxes is dependent upon
ConSil's ability to generate future taxable income. If it becomes more likely
than not that ConSil will generate future taxable income, the valuation
allowance could be adjusted in the near term.
At December 31, 2001, ConSil had federal and state net operating loss
carryforwards of $809,744 and $712,000 at December 31, 2000.
NOTE #4 - Notes Payable
On June 28, 1996, ConSil and Hecla entered into a loan agreement whereby Hecla
agreed to make available to ConSil a loan not to exceed $500,000. Under the
terms of the loan agreement, ConSil agreed to pay interest on the outstanding
balance at the prime interest rate plus one and one-half percent. The loan was
payable upon demand by Hecla and was due in its entirety on or before December
31, 1996. The loan agreement places certain restrictions on ConSil including
restrictions on assets, indebtedness, increases in compensation, loans or
advances to shareholders, directors or employees, capital stock and hiring of
new employees. These restrictions can be altered with the prior consent of
Hecla. This loan agreement was subsequently amended on eight separate occasions,
increasing the amount available to borrow to $725,000 and extending the
repayment date to March 31, 2002 with all other terms remaining substantially
identical to the original loan agreement. On July 10, 2001, Hecla transferred to
REA, LLC, all outstanding debt owed them at June 30, 2001. At December 31, 2001,
there was $725,000 outstanding under the loan agreement with REA, LLC, having an
interest rate of 8.75%, and accrued interest due to REA, LLC totaling $246,163.
Interest expense related to this note for the years ended December 31, 2001 and
2000, was $63,438 and $77,516, respectively.
NOTE #5 - Basic and Diluted Earnings Per Share
In accordance with SFAS 128, the following table presents a reconciliation of
the numerators (net loss) and denominators (shares) used the basic and diluted
loss per common share computations for the years ended December 31, 2001 and
2000.
2001 2000
----------------------------------------------------- ----------------------------------------------------
Net Loss Shares Amount Net Loss Shares Amount
---------------- --------------- ---------------- --------------- ---------------- -----------------
Net Loss $ (97,744) - - $ (99,838) - -
Basic Loss (97,744) 9,455,689 $ (0.01) (99,838) 9,449,707 $ (0.01)
================ ================= ================ ================= ================ ==================
Diluted Loss (97,744) 9,455,689 $ (0.01) (99,838) 9,449,707 $ (0.01)
================ ================= ================ ================= ================ ==================
CONSIL CORP.
Notes to Financial Statements
December 31, 2001
NOTE #6 - Stock Option Plan
In 1997, the shareholders of ConSil approved two stock option plans. The ConSil
Stock Option Plan provides for stock-based grants to selected officers,
directors and other key employees. The ConSil Corp., Incentive Stock Option Plan
provides for stock-based grants to participating employees. The option price of
stock options issued under the Incentive Stock Option Plan may not be less than
the fair market value on the date of grant. The terms of the options under
either plan shall be no longer than five years from the date of grant. During
2001, 2000, 1999, 1998 and 1997 there were no options granted under either plan.
At December 31, 2001 there were 885,000 shares available for grant under the
plans.
Transactions concerning stock options pursuant to both of the above-described
plans are summarized as follows:
Exercise
Shares Price
--------------- --------------
Outstanding, December 31, 1997 and 1998 180,000 $ 0.87
Expired (60,000) -
--------------- --------------
Outstanding December 31, 1999 120,000 $ 0.87
Expired (60,000) -
--------------- --------------
Outstanding, December 31, 2000 60,000 $ 0.87
Expired (60,000) -
--------------- --------------
Outstanding, December 31, 2001 - -
--------------- --------------
Balance at December 31, 2001 - $ -
=============== ==============
At December 31, 2001, the life of the stock options had expired. Therefore,
there were no options outstanding at the date of this report.
NOTE #7 - Going Concern
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. Currently, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern.
Item 7A. Quantitative and Qualitative Disclosures 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,
including our loan from Hecla Mining Company, 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 2002. As a result, our management believes that we will suffer
minimal market risk from our operations.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
None.
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
During the period covered by this report, our sole officer and director
was James Anderson. Mr. Anderson, who is 49, was, most recently involved in the
sale of golfing simulator systems, prior to that, he was the owner and operator
of a restaurant and gaming club in Salt Lake City, Utah. Mr. Anderson also has
over 7 years experience in the computer industry.
Effective immediately upon the filing of this report and the completion
of the merger, Mr. Anderson appointed four new members of the Board of Directors
(all of whom were designees of LumaLite) and new officers, and then resigned
from our Board of Directors and as an officer. The new directors and officers,
and their respective ages and biographical information for each of them are
presented below. There are no family relationships between or among any of our
directors:
Name Age Position
Dr. Dale Rorabaugh 58 Chairman of the Board
Michael Jackson 55 Director and President
Hank Schumer 74 Director, Secretary-Treasurer and
Chief Financial Officer
Joseph Forehand 46 Director, Vice President of Operations
Dr.Dale Rorabaugh. Dr. Rorabaugh will join us in connection with the
merger with LumaLite and will act as a Chairman of our parent corporation's
Board of Directors and as its Chief Executive Officer. He currently serves as
C.E.O. and as a director of LumaLite and shall continue to do so. 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 field for measuring curvature of the cornea.
Prior to that, he was the founder and President of Dicon Corp. from
1992-1998 a company that first introduced micro-processors to the ophthalmic
industry in the form of 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 will join us in
connection with the merger with LumaLite and act as a member of our Board of
Directors and as our President. He also serves, and shall serve, 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 the 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 will join us upon consummation of the merger
as our Secretary-Treasurer, Chief Financial Officer, and as a member of its
Board of Directors. Mr. Schumer will also act as LumaLite's Vice President,
Secretary, Chief Financial Officer and member of its Board of Directors. Mr.
Schumer currently also acts as a consultant for Western Wholesale in San Diego,
California, which is a wholesaler of appliances, and as the President of Cafe
Cartes, of San Diego, California, which offers consulting services. 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. In connection with the merger, Joseph Forehand will
join us as a member of our Board of Directors, and as 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 2001, our Board of Directors consisted of only one person, James
Anderson. 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 of committee meetings.
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 our
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 persons 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.
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,
2001.
PART III
Item 10. Executive Compensation
During 1999, 2000 and 2001, we did not pay any compensation to our
executive officers or directors. Accordingly, we have omitted all tables
regarding the payment of compensation to executive officers from this report.
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 officers and directors prior to the merger and, with the
completion of the merger, will 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 Mr. 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.
Since 1997, we have maintained two stock option plans. The ConSil Stock
Option Plan provides for stock-based grants to selected officers, directors and
other key employees. The ConSil Corp. Incentive Stock Option Plan provides for
grants to participating employees of incentive stock options. The terms of the
options granted under either plan cannot be longer than five years from the date
of grant. During 2001, 2000 and 1999, we did not grant any options under either
plan. As of December 31, 2001, there were 885,000 shares available for grant
under the plans.
Item 11. Security Ownership of Certain 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 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 March 1, 2002, which is before the reverse split and the consummation of
the merger with LumaLite, but after the completion of the private placement
pursuant to which we sold 12.5 million shares of our common stock to three
accredited investors (see "Business" above), and is based on 21,949,707
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:
Total Percent of
Name and Address of Number of Number of Beneficial Shares
Beneficial Owner Shares Owned Options Ownership Outstanding
-------------------- ----------------- --------- ---------- ------
Lincoln Properties LTD LC 7,418,300 - 0 - 7,418,300 33.8%
1380 Devonshire Drive
Salt Lake City, UT 84108
Brighton Opportunity Fund* 6,250,000 - 0 - 6,250,000 28.5%
1801 Century Park East, Suite 1235
Los Angeles, CA 90067
Trevor Crow* 3,125,000 - 0 - 3,125,000 14.2%
3467 Western Springs Road
Olivenhain, CA 92024
Richard Keys* 3,125,000 - 0 - 3,125,000 14.2%
1136 Loma Avenue, Suite 203
Coranado, CA 92118
James Anderson - 0 - - 0 - - 0 - - 0 -
President and Director
6975 South Union Park Center,
Suite 600,
Salt Lake City, Utah
All of the directors and executive - 0 - - 0 - - 0 - - 0 -
officers as a group (1 person)
-------------------------------------------
*Private placement investor.
Item 12. Certain Relationships and Related Transactions
During the third quarter of 2000, Hecla forgave $248,897 of our
accounts payable to Hecla Mining Company and Minera Hecla, S.A. de C.V. (Hecla's
wholly owned subsidiary). We recorded the forgiveness of the accounts payable as
an equity contribution.
PART IV
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) (1) Index to Consolidated Financial Statements:
Page
Report of Independent Accountants 13
Consolidated Balance Sheets at December 31, 2001 and 2000 14
Consolidated Statements of Operations for the Years Ended 15
December 31, 2001, 2000 and 1999
Consolidated Statements of Changes in Stockholders' Deficit
for the Years Ended December 31, 2001, 2000 and 1999 16
Consolidated Statements of Cash Flows 17
for the Years Ended December 31, 2001, 2000 and 1999
Notes to Consolidated Financial Statements 18
(b) Reports on Form 8-K
Current Report on Form 8-K dated April 1, 2002
(c) Exhibits
The exhibit numbers in the following list correspond to the numbers
assigned to such Exhibits in Item 601 of Regulation S-K.
Number Description of Exhibits
10.2 Agreement and Plan of Merger
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this annual report to be
signed on its behalf by the undersigned, thereunto duly authorized, on April 17,
2001.
LUMALITE HOLDINGS, INC. (formerly ConSil Corp.)
By: /s/ James Anderson
-------------------------------------------
James Anderson, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ James Anderson
-------------------------------------------
James Anderson, President
/s/ James Anderson
-------------------------------------------
James Anderson, President
LIST OF EXHIBITS TO BE FILED WITH THIS 10-K
------------------------- ------------------------------------------------------
Number Description of Exhibits
------------------------- ------------------------------------------------------
10.2(1) Agreement and Plan of Merger
(1) This registrant has previously filed with the Commission other
exhibits, as set forth in the Registrants reports.