Backgound/Business Summary
Business Summary
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CURRENT BUSINESS INFORMATION: Lumalite Holdings Inc. develops and markets tooth-whitening products and services through wholesale distributors, primarily to dental practitioners. The Company's current principal product is its LumaArch(TM) bleaching product and associated Xenon-halogen illumination system, which provides customers with tooth-whitening results that the Company believes are superior to those provided by the Company's competitors, based on, among other factors, its lower cost and the shortened period of time that the customer is required to spend in the dental chair during the whitening process. The Company intends to launch a number of complementary products to its current product and service offerings in the near future and intends to introduce company-owned and operated tooth-whitening centers in major retail locations as a store-in-store concept. LumaLite Inc. is a wholly owned subsidiary of the Company
The Company has focused its research and development activities on cosmetic and tooth-whitening solutions, and in late 2000, it commercially introduced its principal product, "LumaArch," a comprehensive tooth-whitening and bleaching system.
HISTORICAL BUSINESS INFORMATION: The Company, formerly Consolidated Silver Corporation, held mineral properties in Shoshone County, Idaho known as the Silver Summit mine. On November 14, 1995, the Company's stockholders approved the sale of its interest in the Silver Summit mine and adjacent mining properties located in Shoshone County, Idaho to Sunshine Precious Metals, Inc. for a cash payment of $750,000 plus a variable production royalty tied to the price of silver.
Following the sale of the Company's Silver Summit mine in 1995, the Company was actively involved in exploration and acquisition activities primarily in Mexico. The Company was unsuccessful in its exploration and acquisition activities and in the fourth quarter of 1997 became inactive.
In January 2002, the Company completed a private placement of 12,500,000 shares of its common stock with three accredited investors. The total purchase price for the shares was $500,000. The shares acquired by the investors in the private placement represented approximately 56.9% of the Company's currently outstanding shares of common stock.
In connection with the private placement, on January 25, 2002, the Company entered into an Agreement and Plan of Merger with LumaLite, Inc., ConSil Merger Corp., a wholly-owned subsidiary of the Company, and certain shareholders of LumaLite. Subject to the terms and conditions of the Merger Agreement, ConSil Merger Corp. merged with and into LumaLite, with LumaLite to survive the merger and become a wholly-owned subsidiary of the Company. LumaLite is in the business of developing, manufacturing and selling medical devices and ancillary services for the dental industry. The Company had no active business operations, and it was anticipated that the Company's post-merger business operations would consist of the operations conducted by and through LumaLite. The consummation of the merger was subject to a number of conditions, including the approval of the Merger Agreement by the stockholders of LumaLite and the approval by the Company's stockholders of a 1-for-25 reverse split of the Company's common stock. Once the merger was effective, all of the issued and outstanding shares of common stock of LumaLite would be cancelled and converted into and become a right to receive, in the aggregate, 17,800,000 post-reverse split shares of the Company's common stock.
In connection with the merger, the Company assumed all then outstanding options to purchase LumaLite's common stock and reserved for issuance an aggregate of 98,298 post-reverse split shares of its common stock in respect of such options. As a result, the LumaLite stockholders have significant control over the Company's business and operations, including the right to elect its board of directors.
In February 2002, the Company filed a PRER 14A revised preliminary proxy. Shareholders were asked to approve a 1-for-25 reverse split in the Company's common stock. The Company stated its desire to increase the Company's bid price to meet a Nasdaq listing requirement. The shareholders were also asked to approve a name change to LumaLite, Inc., to adopt new Articles of Incorporation and Bylaws and to change the Company's state of incorporation from Idaho to Nevada.
In April 2002, LumaLite Holdings, Inc. closed the merger of its wholly-owned subsidiary, Consil Merger Corp., a Nevada corporation, into LumaLite, Inc., a California corporation. As a result of the merger, the LumaLite stockholders have significant control over the Company's business and operations, including the right to elect the Board of Directors. LumaLite was founded in 1999 for the purpose of developing advanced device technologies for the medical and dental industries. The name of the surviving company would be LumaLite Holdings, Inc. and the stock would be traded on the Over-the-Counter Bulletin Board under the symbol LMIT.
In May 2002, LumaLite, Inc. became a wholly owned subsidiary of the Company, through the completion of a reverse merger with Consil Corp. The surviving corporation as a result of the merger was a Nevada Corporation named LumaLite Holdings, Inc. which now trades under the new OTCBB symbol "LMIT." LumaLite's corporate, research and development and manufacturing operations are located in the San Diego area community of Spring Valley, California. Under the terms of the merger agreement and ancillary transactions, which include a 25 for 1 pre-merger reverse split and a $500,000 pre-merger private equity placement, LumaLite received 17,800,000 post-reverse split shares in a stock for stock exchange.
December 19, 2002, LumaLite Holdings, Inc. filed an S-8 registering 353,947 shares of common stock issuable under Four Services Contracts.
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