UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
LUMALITE HOLDINGS, INC.
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(Name of Issuer)
Common Stock, par value $.001
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(Title of Class of Securities)
550027 10 6
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(CUSIP Number)
Scott R. Carpenter, Esq.
Parsons Behle & Latimer
201 South Main, Suite 1800
Salt Lake City, Utah 84101
(801) 532-1234
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 14, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedule filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential Persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
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CUSIP No. 550027 10 6 Page 2 of 5 Pages
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SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Brighton Opportunity Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 6,250,000 shares of Common Stock
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
6,250,000 shares of Common Stock
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,250,000 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.5% of Common Stock
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14 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 550027 10 6 Page 3 of 5 Pages
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Item 1. Security and Issuer
This Schedule 13D relates to Common Stock, par value $.001 per share
(the "Common Stock"), of LUMALITE HOLDINGS, INC., formerly known as "Consil
Corp." (the "Issuer"), a Nevada corporation. The principal executive offices of
the Issuer are located at 2810 Via Orange Way Suite B, Spring Valley,
California.
Item 2. Identity and Background
This statement is being filed by Brighton Opportunity Fund, L.P.
("Brighton" or the "Reporting Person").
Brighton is an investment fund managed by Brighton Advisors, LLC. The
business address of Brighton Advisors, LLC is 301 North Canon Drive, Suite 210,
Beverly Hills, CA 90210. Brighton Advisors is a registered investment advisor.
Neither Brighton nor the partners of Brighton or Brighton Advisor has
been convicted, during the past five years, in any criminal proceeding, nor have
they or any of them been (and none is not currently) a party to a civil
proceeding that resulted or could result in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
The funds used by Brighton to purchase the 6,250,000 shares of the
Issuer's common stock came from the Brighton fund and fund management capital.
Except as set forth in this Schedule 13D, the Reporting Person has not
made any proposals, nor has it entered into any agreements, which would be
related to or would result in any of the events or matters described in Item
4(a)-(j) of Schedule 13D; however, as part of its ongoing review of its
investment alternatives, the Reporting Person may consider such matters in the
future and, subject to applicable law, may formulate a plan with respect to such
events or matters, or may hold discussions with or make formal proposals to
management or the Board of Directors of the Issuer, other stockholders of the
Issuer or other parties regarding such matters.
Item 4. Purpose of Transaction
The Reporting Person acquired its shares of the Issuer's Common Stock
pursuant to a private placement, as described below, to provide the Issuer with
sufficient working capital to effect a number of transactions which the Issuer
had previously planned to undertake, including a change of domicile, a reverse
split of its shares and the acquisition of an identified target. Such
transactions are described in the Issuer's Annual Report on Form 10K-SB, filed
with the Commission on April 24, 2002.
The Private Placement
The Reporting Person acquired its shares of the Issuer's Common Stock
pursuant to a private placement by the Issuer of 12,500,000 shares of its common
stock. The Reporting Person was one of three accredited investors that
participated in the private placement and subscribed for an aggregate purchase
price of $500,000. Following the reverse split of the Issuer's common stock, as
described below, the three accredited investors hold a total of 500,000
post-reverse split shares of the Issuer's common stock.
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CUSIP No. 550027 10 6 Page 4 of 5 Pages
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Item 5. Interest in Securities of the Issuer
(a) As of the date of the event reported by this Schedule 13D, the aggregate
number and percentage of the classes of securities identified pursuant to Item 1
beneficially owned by the Reporting Person was 6,250,000 pre-reverse split
shares of Common Stock which represented approximately 28.5% respectively of
that class of the Issuer's pre-reverse split securities, based on 21,949,707
outstanding shares of Common Stock, as reported in the Issuer's filings. The
Reporting Person acquired the shares of the Issuer's Common Stock pursuant to a
separate subscription agreement as part of a private placement by the Issuer.
Neither the Reporting Person, the Issuer nor any of the other subscribers to the
private placement believe that they are part of or constitute a "group" under
the provisions of Rule 13d-5(b)(1) promulgated under the Exchange Act.
Furthermore, the Reporting Person and the other subscribers to the private
placement disclaim any such "group" status.
(b) The Reporting Persons has sole voting and disposition power over all of the
shares described in paragraph (a), above.
(c) There were no transactions in the class of securities reported on herein
that were effected by the Reporting Person during the last sixty days aside from
those described herein.
(d) No person aside from the Reporting Person listed herein has the right to
receive or power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities.
(e) The Reporting Person ceased to be a beneficial owner of more than five
percent of the outstanding shares of the Issuer's Common Stock, on April 16,
2002, the date upon which the merger, as described in Item 4, was consummated.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Subscription Agreement for the Private Placement.
Item 7. Material to be Filed as Exhibits
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CUSIP No. 550027 10 6 Page 5 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated this 21st day of May, 2002.
Brighton Opportunity Fund, L.P.
By: /s/ Tisno Ogarra, Brighton Advisors, LLC
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Its: Manager