UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from_______ to________
Commission file number 0-4846-3
LumaLite Holdings, Inc.
(Exact name of small business issuer as specified in its charter)
378 North Main # 124, Layton, Utah 84061
(Address of principal executive offices)
(801) 497-9075
Issuer's telephone number
2810 Via Orange Way, Ste. B, Spring Valley, CA 91978
(Former name, address and fiscal year, if changed since last report.)
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 (1) during the preceding 12 months (or shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No
State the number of shares outstanding of each of the issuer's classes of common equity, as
of the latest practical date: Approximately 7,714,491 shares as of July 1, 2003
PART I
Item 1. Financial Statements
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Shareholders
LumaLite Holdings, Inc.
We have reviewed the accompanying balance sheets of LumaLite Holdings, Inc. as of March 31, 2003, and the related statement of operations for the three months ended March 31, 2003 and 2002 and the statement of cash flows for the three month periods ended March 31, 2003 and 2002. These financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the balance sheet of LumaLite Holdings, Inc. as of December 31, 2002, and the related statements of operations, cash flows, and stockholders' equity for the year then ended (not presented herein); and in our report dated January 30, 2003, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2002, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.
/s/ Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
July 11, 2003
LUMALITE HOLDINGS, INC.
BALANCE SHEETS(Unaudited)
|
March 31, 2003 |
December 31, 2002 | |
| ASSETS | $ - | $ - |
| LIABILITIES AND
STOCKHOLDERS' EQUITY |
||
| Current Liabilities: | ||
| Accounts Payable and Accrued Expenses | $ 89,104 | $ 5,000 |
| Net liabilities of discontinued operations | - | 221,556 |
| Total Current Liabilities | 89,104 | 226,556 |
| Notes Payable | 358,773 | - |
| Total Liabilities | 447,877 | 226,556 |
| Stockholders' Equity | ||
| Preferred Stock, par value $.001 per share Authorized 10,000,000 shares, None issued at March 31, 2003 and December 31, 2002 |
- |
- |
| Common Stock, par value $.001 per share, 100,000,000 shares authorized, 7,714,490 shares issued at March 31, 2003 and 28,964,234 shares issued at December 31, 2002 |
7,715 |
28,964 |
| Additional Paid-in Capital | 97,448 | 312,978 |
| Accumulated Deficit | (553,040) | (568,498) |
| Total Stockholders' Equity | (447,877) | (226,556) |
| Total Liabilities and Stockholders' Equity | $ - | $ - |
|
(Unaudited) For the three months ended March 31, | ||
| 2003 | 2002 | |
| Continuing operations: | ||
| Revenues | $ - | $ - |
| Costs and expenses: | ||
| General and administrative | 84,104 | 22,509 |
| Interest | - | - |
| Net income (loss) from continuing operations | (84,104) | (22,509) |
| Discontinued operations: | ||
| Income (Loss) from operations of discontinued operations |
(112,802) |
(68,872) |
| Gain (Loss) on disposal of subsidiary (LumaLite, Inc.) |
212,364 |
- |
| Net Income (loss) from discontinued operations | 99,562 | (68,872) |
| Net Income (Loss) | $ 15,458 | $ (91,381) |
| Basic & Diluted loss per share | ||
| Income (Loss) from continuing operations | $ (0.01) | $ - |
| Income (Loss) from discontinued operations | 0.01 | - |
| Income (Loss) per Share | $ - | $ - |
See accompanying notes and accountants' report.
LUMALITE HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
|
(Unaudited) For the three months ended March 31, | ||
| 2003 | 2002 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||
| Net Income (Loss) | $ 15,458 | $ (91,381) |
| Change in net liabilities of discontinued operations | - | 68,872 |
| Loss from operations of discontinued operations | 112,802 | |
| Gain on disposal of subsidiary | (212,364) | |
| Adjustments necessary to reconcile net loss to net cash used in operating activities: | ||
| Increase (decrease) in accounts payable | 84,104 | 22,496 |
| Net Cash Used in continuing operations | - | (13) |
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||
| Net cash provided by (used) investing activities | - | - |
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||
| Net Cash Provided by Financing Activities | - | - |
| Net (Decrease) Increase in Cash and Cash Equivalents | - | (13) |
| Cash and Cash Equivalents at Beginning of Period | - | 793 |
| Cash and Cash Equivalents at End of Period | $ - | $ 780 |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
| Cash paid during the period for: | ||
| Interest | $ - | $ - |
| Franchise and income taxes | $ - | $ - |
| SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND
FINANCING ACTIVITIES: |
||
| See footnote 5 | ||
See accompanying notes and accountants' report.
LUMALITE HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN
The accompanying financial statements have been prepared on the basis of accounting principles applicable to a "going concern", which assume that the Company will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.
Several conditions and events cast doubt about the Company's ability to continue as a "going concern". The Company incurred net losses of approximately $432,000 for the year ended December 31, 2002, currently has a liquidity problem and requires additional financing in order to finance its business activities on an ongoing basis. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained.
The Company's future capital requirements will depend on numerous factors including, but not limited to, the search for a suitable merger candidate.
These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a "going concern". While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the "going concern" assumption used in preparing these financial statements, there can be no assurance that these actions will be successful.
If the Company were unable to continue as a "going concern", then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.
The Company has ceased all operations except to attempt to settle liabilities and to seek a new business opportunity. Currently, the Company has not determined which industry to pursue opportunities and will not do so until such time as those uncertainties presently facing the Company are resolved.
NOTE 2 - GENERAL
The notes to the consolidated financial statements as of December 31, 2002, as set forth in
LumaLite Holdings, Inc.'s 2002 Annual Report on Form 10-KSB, substantially apply to these
interim consolidated financial statements and are not repeated here.
LUMALITE HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(Continued)
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for LumaLite Holdings, Inc. is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
Interim Reporting
The unaudited financial statements as of March 31, 2003 and for the three month periods ended March 31, 2003 and 2002 reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of operations for the three months. Operating results for interim periods are not necessarily indicative of the results which can be expected for full years.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Income Taxes
The Company has a net operating loss for income taxes. Due to the regulatory limitations in utilizing the loss, it is uncertain whether the Company will be able to realize a benefit from these losses. Therefore, a deferred tax asset has not been recorded. There are no significant tax differences requiring deferral.
Concentration 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.
Reclassifications
Certain reclassifications have been made in the March 31, 2002 financial statements to conform with the March 31, 2003 presentation.
LUMALITE HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(Continued)
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Loss per Share
The reconciliations of the numerators and denominators of the basic loss per share computations are as follows:
Income Shares
Per-Share
(Numerator) (Denominator)
Amount
For the three months ended March 31, 2003
Income (Loss) per Share
Continuing operations
$ (84,104) 18,339,362
$ (0.01)
Discontinued operations
99,562 18,339,362
0.01
Income (Loss) to common shareholders
$ 15,458
18,339,362 $ -
For the three months ended March 31, 2002
Basic Income (Loss) per Share
Continuing operations
$ (22,509)
28,964,234 $ -
Discontinued operations
(68,872)
28,964,234 -
Income (Loss) to common
shareholders
$ (91,381)
28,964,234 $ -
The effect of outstanding common stock equivalents would be anti-dilutive for March 31, 2003
and 2002 and are thus not considered.
NOTE 4 - LEASES
As of March 31, 2003, all activities of the Company have been conducted by corporate officers from either their homes, business offices or the professional offices of its legal counsel. Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities.
LUMALITE HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(Continued)
NOTE 5 - DIVESTITURE OF LUMALITE, INC. AND DISCONTINUED OPERATIONS
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 LumaLite Holdings, Inc.'s shareholders. As a result, LumaLite, Inc. has incurred substantial debt that in turn is having an adverse effect on the market for LumaLite Holdings, Inc. stock. 17,800,000 of shares of common stock are to be canceled as agreed upon in the Exchange Agreement.
During February 2003, the Company divested itself of all of its subsidiaries resulting in a gain on disposal of discontinued operations of $212,364. Additionally, 3,449,744 shares that were issued in cancellation of debt in 2002, have been canceled. This resulted in $358,773 in debt being reinstated on the Company's balance sheet.
The assets and liabilities of the abandoned subsidiaries consisted of the following:
February 14, December 31,
2003
2002
Assets
Current assets $ 605,497 $ 757,463
Net fixed assets 10,851 85,451
Other assets
308,662
223,940
Total Assets 925,010 1,066,854
Liabilities:
Current liabilities 1,379,873 1,288,410
Net liabilities of discontinued operations $ (454,863) $ (221,556)
Item 2. Management's Discussion and Analysis or Plan of Operation
This quarterly report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the ability of the Company to continue its expansion strategy, changes in costs of raw materials, labor, and employee benefits, as well as general market conditions, competition and pricing. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward- looking statements included in this quarterly report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a presentation by the Company or any other person that the objectives and plans of the Company will be achieved.
As used herein the term "Company" refers to LumaLite Holdings, Inc., a Nevada corporation and its predecessors, unless the context indicates otherwise.
Business of the Company and its Subsidiaries:
Beginning in late 2001 and continuing through early 2003, the Company entered into a series of transactions that it believed would result in the Company resuming business operations, although in a significantly different industry than the traditional industries in which the Company had operated.
Those transactions include the following:
In December 2001, the Company entered into a merger agreement with LumaLite, Inc. ("LumaLite"). LumaLite is a California corporation that develops and manufactures dental products.
In early January, 2002 the Company completed a private placement of shares with three accredited investors for $500,000.
In March 2002, the Company's stockholders approved, and in April 2002 the Company effected, a number of corporate actions that management believes would enhance the Company's business operations following the merger with LumaLite. Those actions included changing the corporate name from ConSil Corp." to "LumaLite Holdings, Inc.", effecting a 25 for 1 reverse split of outstanding shares of common stock, amending and restating the articles and bylaws and changing domicile from Idaho to Nevada.
In connection with the merger of LumaLite, the Company converted a significant amount of debt into shares of common stock and one of the principal shareholders contributed its holdings to the Company's capital.
During February 2003, the Company divested itself of LumaLite, Inc. through an Exchange Agreement in which LumaLite agreed to cancel 17,800,000 shares of common stock.
o The Company has not determined which industry to pursue opportunities and will not do so until such time as those uncertainties presently facing the Company are resolved.
Management believes these actions had a beneficial effect on the Company's financial position. Some of the transactions described below occurred, or are anticipated to occur, after March 31, 2003, the closing date of the period covered by this report. The Company has included descriptions of these matters in this report to provide a more balanced description of the Company's operations, business and prospects on a going-forward basis.
All of the executive officers and directors of the Company have either resigned or been removed from office for failure to appear at meetings as of the date of this report, with the exception of Mr. Scott Hosking, who is now the sole executive officer and director of the Company.
The Company is in the process of attempting to identify and acquire favorable business opportunities. The Company has reviewed and evaluated a number of business ventures for possible acquisition or participation by the Company. Other than previously mentioned the Company has not entered into any agreement, nor does it have any commitment or understanding to enter into or become engaged in a transaction as of the date of this filing. The Company continues to investigate, review, and evaluate business opportunities as they become available and will seek to acquire or become engaged in business opportunities at such time as specific opportunities warrant.
During the period covered by this report, the Company conducted only minimal business
operations. The Company currently has no employees.
Results of Operations
Plan of Operations - The Company historically engaged in mining or mining-related activities. The Company was initially formed to hold certain mining properties known as the Silver Summit Mine, but in 1995 the property was sold 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, the Company engaged in mineral exploration and acquisition activities, primarily in Mexico. Those efforts were unsuccessful.
During 2002 the Company engaged in the business of developing, manufacturing and selling advanced medical devices for the dental industry that used the Company's proprietary technology. Following divestiture of its subsidiary and for the first quarter of 2003 the Company discontinued all active business operations. The Company is currently seeking a new business opportunity to merge or acquire.
The Company may incur significant post-merger or acquisition registration costs in the event management wishes to register a portion of acquisition shares for subsequent sale. The Company will also incur significant legal and accounting costs in connection with the merger including the costs of preparing Forms 8-K, agreements and related reports and documents.
The Company may not have sufficient funds to undertake any significant development, marketing and manufacturing of the products acquired. Accordingly, following the merger, the Company will, in all likelihood, be required to either seek debt or equity financing or obtain funding from third parties, in exchange for which the Company may be required to give up a substantial portion of its shares. There is no assurance that the Company will be able either to obtain additional financing or interest third parties in providing funding for the further development, marketing and manufacturing of the Company's products.
During February 2003, the Company divested itself of all of its subsidiaries resulting in a gain on disposal of discontinued operations of $212,364. Additionally, 3,449,744 shares of common stock of the Company that were issued in connection with the cancellation of debt in 2002, have been cancelled. This resulted in $358,773 in debt being reinstated on the Company's balance sheet.
Capital Resources and Liquidity
As currently structured the Company does not generate operations. The Company expects its current administrative expenses will be financed through various forms of financing such as the sale of additional equity and debt securities. There are no assurances that such financing will be available on terms acceptable or favorable to the Company.
Item 3. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have concluded, based on an evaluation conducted within 90 days prior to the filing date of this Quarterly Report on Form 10- QSB, that the Company's disclosure controls and procedures have functioned effectively so as to provide those officers the information necessary to evaluate whether:
(i) this Quarterly Report on Form 10-QSB contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report on Form 10-QSB, and
(ii) the financial statements, and other financial information included in this Quarterly Report on Form 10-QSB, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Quarterly Report on Form 10-QSB.
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 regard to
significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None/Not Applicable.
ITEM 2. CHANGES IN SECURITIES
None/Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None/Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None/Not Applicable.
ITEM 5. OTHER INFORMATION
None/Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
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.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 18th day of July, 2003.
LumaLite Holdings, Inc.
/s/ Scott Hosking
Scott Hosking
President and Director
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
I, Scott Hosking, certify that:
1. I have reviewed this quarterly report on form 10-QSB/A of LumaLite, Holdings, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
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:
B) evaluated the effectiveness of the registrant's disclosure controls and procedures as
of a date within 90 days prior to the filing date of this quarterly report (the "evaluation date"); and
C) presented in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the evaluation date;
5. The registrant's other certifying officers and I have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
A) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
B) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: July 18, 2003
s/ Scott Hosking
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
CEO Certification
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of LumaLite Holdings, Inc. on Form10-QSB/A for the period ending March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: July 18, 2003
Exhibit 99.2
CFO Certification
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of LumaLite Holdings, Inc. on Form 10-QSB/A for the
period ending March 31, 2003, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Scott Hosking
Scott Hosking, President
Principal Financial Officer