SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                       to
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                             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.)



               2810 Via Orange Way, Ste B, Spring Valley, CA 91978
          (Address of Principal Executive Offices, Including Zip Code)

                                 (619) 660-5410
                            Issuer's telephone number

                             LUMALITE HOLDINGS, Inc.
              2002-2003 CONSULTANTS AND EMPLOYEES STOCK OPTION PLAN
                              (Full title of plan)

                         CALCULATION OF REGISTRATION FEE

   Title of          Amount to be   Proposed        Proposed        Amount of
Securities to be     Registered      Maximum         Maximum    Registration Fee
  Registered                      Offering Price    Aggregate
                                    Per Share*    Offering Price*
Common Stock           3,000,000      $0.095         $285,000          $82.65
($0.001 par value)       shares**


* Estimated pursuant to rule 457(c)

** Includes  awards that may be granted  pursuant to the foregoing  plans and an
indeterminate number of shares of Common Stock that may become issuable pursuant
to the antidilution provisions of such plan.

EXPLANATORY NOTE

       Lumalite Holdings,  Inc. ("LHI") has prepared this Registration Statement
in accordance  with the  requirements  of Form S-8 under the  Securities  Act of
1933, as amended (the "1933 Act"),  to register  certain shares of common stock,
$.001 par value per share, to be issued to certain selling shareholders.
<PAGE>



                                     PART I
               INFORMATION REQUIRED IN SECTION 10(a) OF PROSPECTUS

LHI will send or give the documents containing the information specified in Part
1 of Form S-8 to  employees  or  consultants  as  specified  by  Securities  and
Exchange  Commission  Rule 428 (b) (1)  under  the  Securities  Act of 1933,  as
amended (the "1933  Act").  LHI does not need to file these  documents  with the
commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements under Rule 424 of the 1933 Act.

                               REOFFER PROSPECTUS

                             Lumalite Holdings, Inc.

                        3,000,000 SHARES OF COMMON STOCK

The shares of common stock,  $0.001 par value per share,  of Lumalite  Holdings,
Inc.  ("LHI" or the  "Company")  offered hereby (the "Shares") will be sold from
time to time by the individuals listed under the Selling Shareholders section of
this document (the "Selling  Shareholders").  The Selling Shareholders  acquired
the Shares pursuant to Consulting Agreements for consulting services rendered to
the Company.

The sales may occur in transactions on the over-the-counter market maintained by
Nasdaq at prevailing market prices or in negotiated  transactions.  LHI will not
receive proceeds from any of the sale the Shares. LHI is paying for the expenses
incurred in registering the Shares.

To the knowledge of the Company,  the Selling  Shareholders  have no arrangement
with any brokerage firm for the sale of the Shares. The Selling Shareholders may
be  deemed to be an  "underwriter"  within  the  meaning  of the 1933  Act.  Any
commissions  received by a broker or dealer in  connection  with  resales of the
Shares may be deemed to be underwriting  commissions or discounts under the 1933
Act.

LHI's common stock is currently traded on the Over-the-Counter Bulletin Board.

This investment involves a high degree of risk.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER  PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                                October 29, 2002

<PAGE>
                                TABLE OF CONTENTS

Where You Can Find More Information                        2
Incorporated Documents                                     2
The Company                                                3
Risk Factors                                              11
Use of Proceeds                                           15
Selling Shareholders                                      16
Plan of Distribution                                      16
Legal Matters                                             17
Experts                                                   17


You should only rely on the information incorporated by reference or provided in
this Reoffer Prospectus or any supplement. We have not authorized anyone else to
provide you with different information. The common stock is not being offered in
any state  where the offer is not  permitted.  You should  not  assume  that the
information  in this Reoffer  Prospectus or any supplement is accurate as of any
date other than the date on the front of this Reoffer Prospectus.

WHERE YOU CAN FIND MORE INFORMATION

LHI is required to file annual,  quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required by the  Securities  Exchange Act of 1934,  as amended (the "1934 Act").
You may read and copy any reports,  statements or other  information  we file at
the SEC's Public Reference Rooms at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call the SEC at  1-800-SEC-0330  for further  information  on the Public
Reference  Rooms.  Our filings are also available to the public from  commercial
document retrieval services and the SEC website (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The SEC allows LHI to "incorporate by reference"  information  into this Reoffer
Prospectus,  which means that the Company can disclose important  information to
you by referring  you to another  document  filed  separately  with the SEC. The
information  incorporated  by  reference  is deemed  to be part of this  Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.

All documents filed or  subsequently  filed by the Company under Sections 13(a),
13(c),  14 and 15(d) of the 1934 Act,  before the  termination of this offering,
are incorporated by reference.

The Company  will provide  without  charge to each person to whom a copy of this
Reoffer Prospectus is delivered,  upon oral or written request, a copy of any or
all documents  incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the Chief  Financial  Officer at LHI's  executive  offices,  located at 2810 Via
Orange Way, Ste B, Spring Valley, CA 91978, (619) 660-5410 .

ITEM 1. PLAN INFORMATION

       The documents  containing the information  required by Part I of Form S-8
will be sent or given to the  subscriber  as specified by Rule  428(b)(1) of the
Securities Act of 1933, as amended (the  "Securities  Act").  Such documents are
not required to be and are not filed with the Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

Purposes

       The Common Stock will be issued by the Company a contract approved by the
Board of Directors of the Company  (the "Board of  Directors").  The contract is
intended  to  provide  a  method  whereby  the  Company  will be able to use the
services of skilled  professionals  in connection with advice  pertaining to the
Company's  business  affairs as the Company may,  from time to time,  reasonably
request.  A  copy  of  the  contract  has  been  filed  as an  exhibit  to  this
registration Statement.


<PAGE>

COMMON STOCK

       The Board has authorized  the issuance of 3,000,000  shares of the Common
Stock to the Consultants upon effectiveness of this registration statement.

No Restrictions on Transfer

       The selling  shareholder  will become the record and beneficial  owner of
the shares of Common Stock upon  issuance and delivery and is entitled to all of
the rights of ownership,  including the right to vote any shares  awarded and to
receive ordinary cash dividends on the Common Stock.

Tax Treatment

       The Common Stock is not qualified  under  Section  401(a) of the Internal
Revenue Code. The Consultant,  therefore,  will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs:  (a) the shares become freely  transferable,  or
(b) the  shares  cease  to be  subject  to a  substantial  risk  of  forfeiture.
Accordingly,  the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt  since there
will be no substantial risk of forfeiture or other restrictions on transfer.

Restrictions of Re-sales

       In the event that an affiliate of the Company  acquires  shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.

Documents Incorporated By Reference and Additional Information

       The Company hereby incorporates by reference (i) any and all Forms 10-QSB
filed under the  Securities  or Exchange Act as well as all other  reports filed
under  Section 13 of the Exchange  Act, and (ii) its annual  report,  if any, to
shareholders  delivered pursuant to Rule 14a-3 of the Exchange Act. In addition,
all further  documents filed by the Company pursuant to Section 13, 14, or 15(d)
of the Exchange Act prior to the  termination  of this offering are deemed to be
incorporated  by reference into this Prospectus and to be a part hereof from the
date of filing.  All documents which when together,  constitute this Prospectus,
will be sent or given to  participants  by the  Registrant  as specified by Rule
428(b)(1) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information

       A copy of any document or part hereof  incorporated  by reference in this
Registration  Statement but not delivered  with this  Prospectus of any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral  request.  Request  should be
addressed to the Company.

Legal Opinions and Experts

       Kennan E.  Kaeder,  Esq.  has  rendered an opinion on the validity of the
securities being registered. Mr. Kaeder is not an "affiliate" of the Company and
does not have a  substantial  interest  in the  registrant.  (See PART II,  ITEM
5--Interests of Named Experts and Counsel)

       The financial  statements of Lumalite  Holdings,  Inc.  (incorporated  by
reference in the  Company's  Form  10-KSB) for the year ended  December 31, 2001
have been audited by Bierwolf, Wilson & Associates Certified Public Accountants,
independent  auditors,  as set  forth in their  report  incorporated  herein  by
reference  and are  incorporated  herein in reliance upon such report given upon
the authority of the firm as experts in auditing and accounting.

Indemnification of Officers and Directors

       Insofar as  indemnification  of liabilities  arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company,
the  company  has been  informed  that in the  opinion  of the  commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.



<PAGE>

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

       The  following  documents  previously  filed with the  Commission  by the
Company for purposes of the information reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:

1. The Company's  Annual  Report on Form 10-KSB for the year ended  December 31,
2001;

3. The Company's  Quarterly  Report on Form 10-QSB for the months ended June 30,
2001;

4. The Company's Form 8-KA filed on May 20, 2002.

5. The Company's Form 8-K filed on August 19, 2002

       All documents filed by the Company pursuant to Sections 13(a),  13(c), 14
and  15(d) of the  Exchange  Act  subsequent  to the  date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities then remaining unsold,  shall be deemed to be incorporated  herein by
reference and to be a part hereof from the date of filing of such documents. Any
statement  contained  in a document  incorporated  or deemed to be  incorporated
herein by  reference  will be deemed to be modified or  superseded  for purposes
hereof  to the  extent  that  a  statement  contained  herein  or in  any  other
subsequently filed document which also is or is deemed to be incorporated herein
by  reference  modifies or  supersedes  such  statement.  Any such  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part thereof.

ITEM 4. DESCRIPTION OF SECURITIES

       Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Certain legal  matters with respect to the Common Stock offered  hereby
will be passed upon for the Company by Kennan E. Kaeder, counsel to the Company.
Mr. Kaeder has no beneficial interest in the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

       The  Certificate  of  Incorporation  of the  Company  provides  that  all
directors, officers, employees and agents of the Company shall be entitled to be
indemnified  by  the  Company  to the  fullest  extent  permitted  by  law.  The
Certificate of Incorporation also provides as follows:

       The corporation shall, to the fullest extent permitted by the Act, as the
same  may be  amended  and  supplemented,  indemnify  all  directors,  officers,
employees,  and agents of the corporation  whom it shall have power to indemnify
thereunder from and against any and all of the expenses,  liabilities,  or other
matters referred to therein or covered thereby.

       Such right to  indemnification  or advancement of expenses shall continue
as to a person who has ceased to be a director,  officer,  employee, or agent of
the corporation,  and shall inure to the benefit of the heirs,  executives,  and
administrators of such persons.  The indemnification and advancement of expenses
provided for herein  shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement  may be entitled under any bylaw,
agreement,  vote of stockholders or of disinterested directors or otherwise. The
corporation shall have the right to purchase and maintain insurance on behalf of
its directors, officers, and employees or agents to the full extent permitted by
the Act, as the same may be amended or supplemented.

       Insofar as indemnification  for liabilities  arising under the Securities
Act may be permitted to directors,  officers, or persons controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the  Securities  Act and is therefore  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the  Company of expenses  incurred  or paid by a director  officer or
controlling person of the Company in the successful defense of any action,  suit
or proceeding) is asserted by such  director,  officer or controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

ITEM 8. CONSULTANTS AND ADVISORS

       Not applicable.

ITEM 9. EXHIBITS

 Exhibit No.                           Title
          4.1  Consulting  Agreement
          5.1  Opinion of Kennan E. Kaeder, Esq.
         23.1  Consent of
         24.1  Power of Attorney

ITEM 10. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to;

       (i) include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;

       (ii)  reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of securities  offered would not exceed t hat
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

       (iii) include any additional or changed material information with respect
to the  plan  of  distribution  not  previously  disclosed  in the  registration
statement  or any  material  change  to  such  information  in the  registration
statement;  provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic reports filed with or furnished to
the  Commission  by the  Registrant  pursuant  to  Section  13 or  15(d)  or the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement  relating to the securities  offered the rein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of t he Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report  pursuant to Section 15(d) of the  Securities Ex change Act
of 1934) that is incorporated by reference in the  registration  statement shall
be deemed to be a new registration  statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceab1e.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any act ion,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



<PAGE>

SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement,  to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized, in the City of San Diego, California on the October 29, 2002.

LHIHOLDINGS, INC.

/s/  Dale Rorabaugh
Dale Rorabaugh
Chief Executive Officer

<PAGE>


Exhibit  4.1


                             LUMALITE HOLDINGS, INC.
              2002-2003 CONSULTANTS AND EMPLOYEES STOCK OPTION PLAN

Section 1. General Purpose of Plan; Definitions.

    The name of this plan is the Lumalite Holdings,  Inc. 2002-2003  Consultants
And Employees Stock Option Plan (the "Plan").  The Plan was adopted by the Board
on October 10, 2002. The purpose of the Plan is to enable the company to attract
and retain  highly  qualified  personnel  who will  contribute  to the Company's
success by their  ability,  ingenuity and industry and to provide  incentives to
the participating officers,  employees,  directors, and advisors that are linked
directly to  increases  in  stockholder  value and will  therefore  inure to the
benefit of all stockholders of the Company.

    For purposes of the Plan, the following  terms shall be defined as set forth
below:

        "Act" means Securities Exchange Act of 1934, as amended.

        "Administrator" means the Board, or if the Board does not administer the
Plan, the Committee in accordance with Section 2.

        "Board" means the Board of Directors of the Company.

        "Code" means the Internal  Revenue Code of 1986, as amended from time to
time, or any successor thereto.

        "Committee"  means the  Committee of the Board  designated  from time to
time by the Board to be the Administrator.

        "Commission" means Securities and Exchange Commission.

        "Company" means Lumalite Holdings, Inc., (or any successor corporation).

        "Disability"   means  the   inability  of  a   Participant   to  perform
substantially  his duties  and  responsibilities  to the  Company by reason of a
physical or mental  disability or infirmity  (i) for a continuous  period of six
months, or (ii) at such earlier time as the Participant submits medical evidence
satisfactory  to the  Company  that he has a physical  or mental  disability  or
infirmity which will likely prevent him from returning to the performance of his
work duties for six months or longer.  The date of such  Disability  shall be on
the last  day of such  six-month  period  or the day on  which  the  Participant
submits such satisfactory medical evidence, as the case may be.

        "Effective Date" shall mean the date provided pursuant to Section 9.

        "Eligible  Employee"  means an  employee  or  consultant  of the Company
eligible to participate in the Plan pursuant to Section 4.

        "Fair Market  Value"  means,  as of any given date,  with respect to any
awards granted hereunder,  at the discretion of the Administrator and subject to
such limitations as the Administrator  may impose,  (A) if the Stock is publicly
traded, the closing sale price of the Stock on such date as reported in the Wall
Street Journal,  or the average of the closing price of the Stock on each day on
which  the  Stock  was  traded  over  a  period-of  up to  twenty  trading  days
immediately  prior to such  date,  (B) the  fair  market  value of the  Stock as
determined in accordance  with a method  prescribed in the agreement  evidencing
any award  hereunder,  or (C) the fair  market  value of the Stock as  otherwise
determined by the Administrator in the good faith exercise of its discretion.
        "Incentive  Stock Option" or "ISO" means any Stock Option intended to be
designated as an "incentive  stock option"  within the meaning of Section 422 of
the Code (and any successor provision of the Code having a similar intent).

        "Non-Qualified  Stock  Option" or "NQSO"  means any Stock Option that is
not an Incentive  Stock Option,  including any Stock Option that provides (as of
the time such  option is  granted)  that it will not be treated as an  Incentive
Stock Option.


<PAGE>

        "Parent  Corporation"  means any corporation (other than the Company) in
an  unbroken  chain of  corporations  ending  with the  Company,  if each of the
corporations in the chain (other than the Company) owns stock  possessing 50% or
more of the  combined  voting  power of all classes of stock in one of the other
corporations in the chain.

        "Participant" means any Eligible Employee,  consultant or advisor to the
Company selected by the Administrator, pursuant to the Administrator's authority
in Section 2 below, to receive grants of Stock Options.

        "Stock" means the Common Stock, $0.001 par value, of the Company.

        "Stock  Option"  means any option to  purchase  shares of Stock  granted
pursuant to Section 5.

        "Subsidiary"  means  any  corporation  (other  than the  Company)  in an
unbroken  chain  of  corporations  beginning  with the  Company,  if each of the
corporations  (other than the last corporation) in the unbroken chain owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in the chain.

Section 2. Administration

       The Plan shall be  administered  by the Board or by the  Committee  which
shall be  appointed  by the Board and which shall  serve at the  pleasure of the
Board.

       The  Administrator  shall  have the power and  authority  to grant  Stock
Options to Eligible Employees, consultants and advisors to the Company, pursuant
to the terms of the Plan.

       In particular, the Administrator shall have the authority:

       (a) to select those persons who shall be Eligible Employees;

       (b) to  determine  whether  and to what  extent  Stock  Options are to be
granted  hereunder  to  Eligible  Employees,  consultants  and  advisors  to the
Company;

       (c) to determine  the number of shares to be covered by each Stock Option
granted hereunder;

       (d) to determine  the terms and  conditions,  not  inconsistent  with the
terms of the Plan, of any Stock Option granted hereunder; and

       (e) to determine  the terms and  conditions,  not  inconsistent  with the
terms of the Plan,  which shall govern all written  instruments  evidencing  the
Stock Options.

       The Administrator shall have the authority, in its discretion,  to adopt,
alter and repeal such administrative  rules,  guidelines and practices governing
the Plan as it shall from time to time deem  advisable;  to interpret  the terms
and  provisions  of the Plan  and any  award  issued  under  the  Plan  (and any
agreements  relating thereto);  and to otherwise supervise the administration of
the Plan.

       All decisions made by the Administrator pursuant to the provisions of the
Plan shall be final and binding on all  persons,  including  the Company and the
Participants.

Section 3. Stock Subject to Plan.

       The total number of shares of Stock  reserved and  available for issuance
under the Plan (and the total  number of shares  that may be  granted  as ISO's)
shall be  3,000,000  shares of Stock.  Such shares may  consist,  in whole or in
part, of authorized and unissued shares or treasury shares. To the extent that a
Stock Option expires or is otherwise  terminated  without being exercised,  such
shares shall again be available  for issuance in  connection  with future awards
under the Plan.  If any shares of Stock  have been  pledged  as  collateral  for
indebtedness  incurred by a  Participant  in  connection  with the exercise of a
Stock Option and such shares are returned to the Company in satisfaction of such
indebtedness,  such shares shall again be available  for issuance in  connection
with future awards under the Plan. To the extent that a Participant  is eligible
to use,  and uses,  shares of Stock to  exercise a Stock  Option,  the number of
Shares of Stock so used shall be  available  for  issuance  in  connection  with
future awards under the Plan.


       In   the   event   of   any   merger,   reorganization,    consolidation,
recapitalization,   stock  dividend  or  other  change  in  corporate  structure
affecting the Stock, an appropriate  substitution or adjustment shall be made in
the aggregate  number of shares  reserved for issuance  under the Plan as may be
determined by the Administrator, in its sole discretion. Any other substitutions
or adjustments shall be made as may be determined by the  Administrator,  in its
sole discretion.  In connection with any event described in this paragraph,  the
Administrator  may  provide,  in its  discretion,  for the  cancellation  of any
outstanding awards and payment in cash or other property therefor.


<PAGE>

Section 4. Eligibility.

       Officers   (including   officers  who  are  directors  of  the  Company),
directors,  employees  of the  Company,  and  advisors  to the  Company  who are
responsible for or contribute to the management,  growth and/or profitability of
the business of the Company shall be eligible to be granted Stock  Options.  The
Participants  under  the  Plan  shall  be  selected  from  time  to  time by the
Administrator,  in its sole  discretion,  from  among  the  Eligible  Employees,
consultants and advisors to the Company  recommended by the senior management of
the Company, and the Administrator shall determine, in its sole discretion,  the
number of shares covered by each award.

Section 5. Stock Options.

       Any Stock  Option  granted  under  the Plan  shall be in such form as the
Administrator may from time to time approve,  and the provisions of Stock Option
awards need not be the same with respect to each  optionee.  Recipients of Stock
Options shall enter into a subscription and/or award agreement with the Company,
in such form as the  Administrator  shall  determine  which  agreement shall set
forth,  among other things,  the exercise  price of the option,  the term of the
option and provisions regarding exercisability of the option granted thereunder.

       The  Stock  Options  granted  under  the  Plan may be of two  types:  (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options.

       The Administrator shall have the authority to grant any Eligible Employee
Incentive  Stock Options,  Non-Qualified  Stock Options,  or both types of Stock
Options.  Consultants  and  advisors  may only be  granted  Non-Qualified  Stock
Options.  To the extent that any Stock  Option does not qualify as an  Incentive
Stock Option, it shall constitute a separate  Non-Qualified  Stock Option.  More
than  one  option  may  be  granted  to the  same  optionee  and be  outstanding
concurrently hereunder.

       Stock  Options  granted  under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent  with the  terms  of the  Plan,  as the  Administrator  shall  deem
desirable:

       (1) Option Price. The option price per share of Stock purchasable under a
Stock Option shall be determined by the  Administrator in its sole discretion at
the time of grant but shall not, (i) in the case of Non-Qualified Stock Options,
be less than 75% of the Fair Market Value of the Stock on such date, and (ii) in
any event,  be less than the par value of the Stock.  If an employee  owns or is
deemed to own (by  reason of the  attribution  rules  applicable  under  Section
425(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Parent  Corporation and an Incentive Stock Option is
granted to such employee,  the option price of such  Incentive  Stock Option (to
the extent required by the Code at the time of grant) shall be no less than 110%
of the Fair Market Value of the Stock on the date such Incentive Stock Option is
granted.

       (2)  Option  Term.  The term of each Stock  Option  shall be fixed by the
Administrator,  but no Stock  Option  shall be  exercisable  more than ten years
after the date  such  Stock  Option is  granted;  provided,  however  that if an
employee owns or is deemed to own (by reason of the attribution rules of Section
425(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Parent  Corporation and an Incentive Stock Option is
granted to such employee, the term of such Incentive Stock Option (to the extent
required by the Code at the time of grant) shall be no more than five years from
the date of grant.

       (3)  Exercisability.  Stock Options shall be  exercisable at such time or
times and subject to such terms and  conditions  as shall be  determined  by the
Administrator  at  or  after  grant.  The  Administrator  may  provide,  in  its
discretion, that any Stock Option shall be exercisable only in installments, and
the Administrator may waive such installment  exercise provisions at any time in
whole or in part based on such factors as the  Administrator  may determine,  in
its sole discretion.

       (4) Method of Exercise.  Subject to Section 5(3) above, Stock Options may
be exercised in whole or in part at any time during the option period, by giving
written notice of exercise to the Company  specifying the number of shares to be
purchased,  accompanied  by payment in full of the purchase  price in cash or in
such other form of  consideration  as is set forth in the related  Stock  Option
agreement  as   determined   by  the   Administrator.   As   determined  by  the
Administrator,  in its sole discretion,  payment in whole or in part may also be
made in the form of unrestricted Stock already owned by the optionee;  provided,
however, that the right to make payment in the form of already own ed shares may
be authorized  only at the time of grant.  An optionee shall  generally have the
rights to dividends  and any other rights of a  stockholder  with respect to the
Stock subject to the option only after the optionee has given written  notice of
exercise,  has paid in full for such shares,  and, if  requested,  has given the
representation described in paragraph (1) of Section 10.

       The Administrator may require the voluntary surrender of all or a portion
of any Stock Option granted under the Plan as a condition precedent to the grant
of a new Stock Option.  Subject to the  provisions  of the Plan,  such new Stock
Option shall be exercisable  at the price,  during such period and on such other
terms and conditions as are specified by the  Administrator  at the time the new
Stock Option is granted.  Upon their surrender,  Stock Options shall be canceled
and the shares previously  subject to such canceled Stock Options shall again be
available for grants of Stock Options and other awards hereunder.

       (5) Loans.  The Company may make loans  available to Stock Option holders
in connection  with the exercise of outstanding  options granted under the Plan,
as the Administrator,  in its discretion, may determine; provided, however, that
the right to make  payment  in the form of loans may be  authorized  only at the
time of grant and the terms of such  loans  shall be  specified  in the  related
Stock Option  agreement.  Such loans shall (i) be evidenced by promissory  notes
entered  into by the  Stock  Option  holders  in favor of the  Company,  (ii) be
subject  to the terms and  conditions  set forth in this  Section  5(5) and such
other terms and conditions, not inconsistent with the Plan, as the Administrator
shall determine,  (iii) bear interest, if any, at such rate as the Administrator
shall  determine,  and (iv) be subject to Board  approval (or to approval by the
Administrator to the extent the Board may delegate such authority).  In no event
may the  principal  amount of any such loan  exceed the sum of (x) the  exercise

<PAGE>

price less  the-par  value of the  shares of Stock  covered  by the  option,  or
portion thereof,  exercised by the holder, and (y) any federal, state, and local
income tax  attributable  to such  exercise.  The initial term of the loan,  the
schedule of payments of  principal  and  interest  (if any) under the loan,  the
extent to which the loan is to be with or without  recourse  against  the holder
with respect to principal  or interest  and the  conditions  upon which the loan
will become payable in the event of the holder's termination of employment shall
be  determined  by  the  Administrator.   Unless  the  Administrator  determines
otherwise,  when a loan is made,  shares of Stock  having a Fair Market Value at
least equal to the  principal  amount of the loan shall be pledged by the holder
to the Company as security  for payment of the unpaid  balance of the loan,  and
such pledge shall be evidenced by a pledge  agreement,  the terms of which shall
be determined by the Administrator,  in its discretion;  provided, however, that
each loan shall comply with all applicable  laws,  regulations  and rules of the
Board of  Governors  of the Federal  Reserve  System and any other  governmental
agency having jurisdiction.

       (6)  Non-Transferability  of Options.  Unless otherwise determined by the
Administrator,  no Stock Option shall be transferable  by the optionee,  and all
Stock Options shall be exercisable,  during the optionee's  lifetime only by the
optionee.

       (7)  Termination  of Employment or Service.  If an optionee' s employment
with or service  as a  director  of or  consultant  or  advisor  to the  Company
terminates by reason of death,  Disability  or for any other  reason,  the Stock
Option may  thereafter  be  exercised to the extent  provided in the  applicable
subscription   or  award   agreement,   or  as  otherwise   determined   by  the
Administrator.

       (8) Annual  Limit on  Incentive  Stock  Options.  To the extent  that the
aggregate  Fair Market  Value  (determined  as of the date the  Incentive  Stock
Option is  granted)  of shares of Stock with  respect to which  Incentive  Stock
Options granted to an Optionee under this Plan and all other option plans of the
Company or its Parent  Corporation  become exercisable for the first time by the
Optionee during any calendar year exceeds $200,000,  such Stock Options shall be
treated as Non-Qualified Stock Options.

Section 6. Amendment and Termination.

       The Board may amend,  alter or  discontinue  the Plan,  but no amendment,
alteration,  or discontinuation  shall be made that would impair the rights of a
Participant  under any award  theretofore  granted  without  such  Participant's
consent.

       The Administrator  may amend the terms of any award theretofore  granted,
prospectively  or  retroactively,  but,  subject  to  Section  3 above,  no such
amendment shall impair the rights of any holder without his or her consent.

Section 7. Unfunded Status of Plan.

       The Plan is intended  to  constitute  an  "unfunded"  plan for  incentive
compensation.  With respect to any payments not yet made to a Participant by the
Company,  nothing  contained  herein shall give any such  Participant any rights
that are greater than those of a general creditor of the Company.

Section 8. General Provisions.

       (1) The  Administrator may require each person purchasing shares pursuant
to a Stock  Option to  represent  to and agree with the Company in writing  that
such person is acquiring the shares without a view to distribution  thereof. The
certificates  for such  shares may include  any legend  which the  Administrator
deems appropriate to reflect any restrictions on transfer.

       All  certificates  for shares of Stock  delivered under the Plan shall be
subject  to  such   stock-transfer   orders  and  other   restrictions   as  the
Administrator  may deem  advisable  under  the  rules,  regulations,  and  other
requirements of the Commission,  any stock exchange upon which the Stock is then
listed,   and  any  applicable   federal  or  state   securities  law,  and  the
Administrator  may  cause  a  legend  or  legends  to  be  placed  on  any  such
certificates to make appropriate reference to such restrictions.

       (2) Nothing  contained in the Plan shall  prevent the Board from adopting
other or additional compensation  arrangements,  subject to stockholder approval
if such  approval is required;  and such  arrangements  may be either  generally
applicable or applicable only in specific cases.  The adoption of the Plan shall
not confer upon any employee, director, consultant or advisor of the Company any
right to continued  employment or service with the Company,  as the case may be,
nor shall it interfere in any way with the right of the Company to terminate the
employment  or  service  of any  of its  employees,  directors,  consultants  or
advisors at any time.

       (3) Each Participant  shall, no later than the date as of which the value
of an award first becomes  includible in the gross income of the Participant for
federal  income  tax  purposes,   pay  to  the  Company,  or  make  arrangements
satisfactory to the Administrator  regarding payment of, any federa1,  state, or
local  taxes of any kind  required  by law to be  withheld  with  respect to the
award. The obligations of the Company under the Plan shall be conditional on the
making of such payments or  arrangements,  and the Company shall,  to the extent
permitted  by law,  have the right to deduct any such taxes from any  payment of
any kind otherwise due to the Participant.


<PAGE>

       (4) No member  of the  Board or the  Administrator,  nor any  officer  or
employee  of the  Company  acting on  behalf of the Board or the  Administrator,
shall be  personally  liable for any action,  determination,  or  interpretation
taken or made in good faith with  respect  to the Plan,  and all  members of the
Board or the  Administrator  and each and any officer or employee of the Company
acting  on  their  behalf  shall,  to the  extent  permitted  by law,  be  fully
indemnified  and  protected  by the  Company  in  respect  of any  such  action,
determination or interpretation.

Section 9. Effective Date of Plan.

       The Plan became  effective  (the  "Effective  Date") on October 10, 2002;
provided that, the Plan shall become  effective with respect to Incentive  Stock
Options on the date the Company's stockholders formally approve the Plan.

Section 10. Term of P1an.

       No Stock  Option  shall be granted  pursuant  to the Plan on or after the
tenth  anniversary  of the Effective  Date, but awards  theretofore  granted may
extend beyond that date.



<PAGE>

Exhibit  5.1
Exhibit  23.2

Opinion  of  Kennan E. Kaeder,  Esq.

October 28, 2002

Lumalite Holdings,  Inc.
2810 Via Orange Way, Ste B, Spring Valley, CA 91978

RE:     Registration  Statement  on  Form  S-8

Ladies  and  Gentlemen:

     I have examined the  Registration  Statement on Form S-8 to be filed by you
with the Securities and Exchange  Commission in connection with the registration
under the  Securities  Act of 1933,  as amended,  of shares of your Common Stock
(the "Shares") issued or issuable upon the exercise of options granted under the
Lumalite  Holdings,  Inc. RIG  Consulting  Agreement  (the  "Plan")  referred to
therein.  As your counsel in connection with this  transaction,  I have examined
the  proceedings  taken and proposed to be taken by you in  connection  with the
issuance of the Shares.

     It is my opinion  that the Shares,  when issued and paid for in  accordance
with the terms of the Plan, will be legally and validly issued,  fully paid, and
nonassessable.

     I  further  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration  Statement,  including the prospectus  constituting a part thereof,
and any amendment thereto.

                                              Very  truly  yours,
                                              /s/Kennan E. Kaeder
                                              ------------------------------
                                              Kennan E. Kaeder,  Esq.


<PAGE>

Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this  Registration  Statement of
Lumalite  Holdings,  Inc.  on Form S-8,  of our  report  dated  April 22,  2002,
relating to the 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.

/s/ Bierwolf, Nilson & Associates
Bierwolf, Nilson & Associates
Dated: October 28, 2002


<PAGE>

Exhibit 24.1

                                POWER OF ATTORNEY

        Know all men by these presents, that each person whose signature appears
below  constitutes  and  appoints  Hank  Schumer,  singly,  his true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities  (including  his or her capacity as a director or officer of
Lumalite   Holdings,   Inc.)   to  sign  any  and  all   amendments   (including
post-effective amendments) to this Registration Statement, and to file the same,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises,  as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and agents or any of them, or their or his or her  substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

/s/  Dale Rorabaugh                                             October 29,2002
Dale Rorabaugh                                                        Date
Chief Executive Officer and Director

/s/   Hank Schumer                                              October 29,2002
Hank Schumer                                                          Date
Chief Financial Officer





<PAGE>

                             October 29, 2002


VIA  EDGAR

Securities and Exchange Commission 450 5th Street N.W.
Washington,  D.C.  20549

Re:    Lumalite Holdings,  Inc.  Registration  Statement  on  Form  S-8

Ladies  and  Gentlemen:


     On behalf of Lumalite Holdings,  Inc. (the  "Registrant"),  I hereby attach
(via EDGAR) for filing under the Securities Act of 1933, as amended (the "Act"),
the  above-described  Registration  Statement.  The  filing fee in the amount of
$82.65 has been paid.


     The Registrant  understands  that,  pursuant to Rule 456 under the Act, the
Registration Statement will become effective automatically upon filing.

     Should you have any  questions  with  regard to the above,  please call the
undersigned at (619) 232-6545.

                               Sincerely,

                               /s/Kennan E. Kaeder
                               ----------------------------
                               Kennan E. Kaeder
                               Attorney at Law
[{"type": "S-8", "sequence": "1", "filename": "forms8_102802.txt", "secsgml_size_bytes": 50702}]
{"company-data": {"conformed-name": "LUMALITE HOLDINGS INC", "cik": "0000023778", "assigned-sic": "1090", "irs-number": "820288840", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100816", "film-number": "02801458"}, "business-address": {"street1": "2810 VIA ORANGE WAY", "street2": "SUITE B", "city": "SPRING VALLEY", "state": "CA", "zip": "91978", "phone": "6196605410"}, "mail-address": {"street1": "2810 VIA ORANGE WAY", "street2": "SUITE B", "city": "SPRING VALLEY", "state": "CA", "zip": "91978"}, "former-company": [{"former-conformed-name": "CONSOLIDATED SILVER CORP", "date-changed": "19920703"}, {"former-conformed-name": "CONSIL CORP", "date-changed": "19981113"}]}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                       to
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                             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.)

               2810 Via Orange Way, Ste B, Spring Valley, CA 91978
          (Address of Principal Executive Offices, Including Zip Code)

                                 (619) 660-5410
                            Issuer's telephone number

                             LUMALITE HOLDINGS, Inc.
              2002-2003 CONSULTANTS AND EMPLOYEES STOCK OPTION PLAN
                              (Full title of plan)

                         CALCULATION OF REGISTRATION FEE

   Title of          Amount to be   Proposed        Proposed        Amount of
Securities to be     Registered      Maximum         Maximum    Registration Fee
  Registered                      Offering Price    Aggregate
                                    Per Share*    Offering Price*
Common Stock           3,000,000      $0.095         $285,000          $82.65
($0.001 par value)       shares**

* Estimated pursuant to rule 457(c)

** Includes  awards that may be granted  pursuant to the foregoing  plans and an
indeterminate number of shares of Common Stock that may become issuable pursuant
to the antidilution provisions of such plan.

EXPLANATORY NOTE

       Lumalite Holdings,  Inc. ("LHI") has prepared this Registration Statement
in accordance  with the  requirements  of Form S-8 under the  Securities  Act of
1933, as amended (the "1933 Act"),  to register  certain shares of common stock,
$.001 par value per share, to be issued to certain selling shareholders.
PART I
               INFORMATION REQUIRED IN SECTION 10(a) OF PROSPECTUS

LHI will send or give the documents containing the information specified in Part
1 of Form S-8 to  employees  or  consultants  as  specified  by  Securities  and
Exchange  Commission  Rule 428 (b) (1)  under  the  Securities  Act of 1933,  as
amended (the "1933  Act").  LHI does not need to file these  documents  with the
commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements under Rule 424 of the 1933 Act.

                               REOFFER PROSPECTUS

                             Lumalite Holdings, Inc.

                        3,000,000 SHARES OF COMMON STOCK

The shares of common stock,  $0.001 par value per share,  of Lumalite  Holdings,
Inc.  ("LHI" or the  "Company")  offered hereby (the "Shares") will be sold from
time to time by the individuals listed under the Selling Shareholders section of
this document (the "Selling  Shareholders").  The Selling Shareholders  acquired
the Shares pursuant to Consulting Agreements for consulting services rendered to
the Company.

The sales may occur in transactions on the over-the-counter market maintained by
Nasdaq at prevailing market prices or in negotiated  transactions.  LHI will not
receive proceeds from any of the sale the Shares. LHI is paying for the expenses
incurred in registering the Shares.

To the knowledge of the Company,  the Selling  Shareholders  have no arrangement
with any brokerage firm for the sale of the Shares. The Selling Shareholders may
be  deemed to be an  "underwriter"  within  the  meaning  of the 1933  Act.  Any
commissions  received by a broker or dealer in  connection  with  resales of the
Shares may be deemed to be underwriting  commissions or discounts under the 1933
Act.

LHI's common stock is currently traded on the Over-the-Counter Bulletin Board.

This investment involves a high degree of risk.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER  PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                                October 29, 2002
TABLE OF CONTENTS

Where You Can Find More Information                        2
Incorporated Documents                                     2
The Company                                                3
Risk Factors                                              11
Use of Proceeds                                           15
Selling Shareholders                                      16
Plan of Distribution                                      16
Legal Matters                                             17
Experts                                                   17

You should only rely on the information incorporated by reference or provided in
this Reoffer Prospectus or any supplement. We have not authorized anyone else to
provide you with different information. The common stock is not being offered in
any state  where the offer is not  permitted.  You should  not  assume  that the
information  in this Reoffer  Prospectus or any supplement is accurate as of any
date other than the date on the front of this Reoffer Prospectus.

WHERE YOU CAN FIND MORE INFORMATION

LHI is required to file annual,  quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required by the  Securities  Exchange Act of 1934,  as amended (the "1934 Act").
You may read and copy any reports,  statements or other  information  we file at
the SEC's Public Reference Rooms at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call the SEC at  1-800-SEC-0330  for further  information  on the Public
Reference  Rooms.  Our filings are also available to the public from  commercial
document retrieval services and the SEC website (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The SEC allows LHI to "incorporate by reference"  information  into this Reoffer
Prospectus,  which means that the Company can disclose important  information to
you by referring  you to another  document  filed  separately  with the SEC. The
information  incorporated  by  reference  is deemed  to be part of this  Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.

All documents filed or  subsequently  filed by the Company under Sections 13(a),
13(c),  14 and 15(d) of the 1934 Act,  before the  termination of this offering,
are incorporated by reference.

The Company  will provide  without  charge to each person to whom a copy of this
Reoffer Prospectus is delivered,  upon oral or written request, a copy of any or
all documents  incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the Chief  Financial  Officer at LHI's  executive  offices,  located at 2810 Via
Orange Way, Ste B, Spring Valley, CA 91978, (619) 660-5410 .

ITEM 1. PLAN INFORMATION

       The documents  containing the information  required by Part I of Form S-8
will be sent or given to the  subscriber  as specified by Rule  428(b)(1) of the
Securities Act of 1933, as amended (the  "Securities  Act").  Such documents are
not required to be and are not filed with the Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

Purposes

       The Common Stock will be issued by the Company a contract approved by the
Board of Directors of the Company  (the "Board of  Directors").  The contract is
intended  to  provide  a  method  whereby  the  Company  will be able to use the
services of skilled  professionals  in connection with advice  pertaining to the
Company's  business  affairs as the Company may,  from time to time,  reasonably
request.  A  copy  of  the  contract  has  been  filed  as an  exhibit  to  this
registration Statement.
COMMON STOCK

       The Board has authorized  the issuance of 3,000,000  shares of the Common
Stock to the Consultants upon effectiveness of this registration statement.

No Restrictions on Transfer

       The selling  shareholder  will become the record and beneficial  owner of
the shares of Common Stock upon  issuance and delivery and is entitled to all of
the rights of ownership,  including the right to vote any shares  awarded and to
receive ordinary cash dividends on the Common Stock.

Tax Treatment

       The Common Stock is not qualified  under  Section  401(a) of the Internal
Revenue Code. The Consultant,  therefore,  will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs:  (a) the shares become freely  transferable,  or
(b) the  shares  cease  to be  subject  to a  substantial  risk  of  forfeiture.
Accordingly,  the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt  since there
will be no substantial risk of forfeiture or other restrictions on transfer.

Restrictions of Re-sales

       In the event that an affiliate of the Company  acquires  shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.

Documents Incorporated By Reference and Additional Information

       The Company hereby incorporates by reference (i) any and all Forms 10-QSB
filed under the  Securities  or Exchange Act as well as all other  reports filed
under  Section 13 of the Exchange  Act, and (ii) its annual  report,  if any, to
shareholders  delivered pursuant to Rule 14a-3 of the Exchange Act. In addition,
all further  documents filed by the Company pursuant to Section 13, 14, or 15(d)
of the Exchange Act prior to the  termination  of this offering are deemed to be
incorporated  by reference into this Prospectus and to be a part hereof from the
date of filing.  All documents which when together,  constitute this Prospectus,
will be sent or given to  participants  by the  Registrant  as specified by Rule
428(b)(1) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information

       A copy of any document or part hereof  incorporated  by reference in this
Registration  Statement but not delivered  with this  Prospectus of any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral  request.  Request  should be
addressed to the Company.

Legal Opinions and Experts

       Kennan E.  Kaeder,  Esq.  has  rendered an opinion on the validity of the
securities being registered. Mr. Kaeder is not an "affiliate" of the Company and
does not have a  substantial  interest  in the  registrant.  (See PART II,  ITEM
5--Interests of Named Experts and Counsel)

       The financial  statements of Lumalite  Holdings,  Inc.  (incorporated  by
reference in the  Company's  Form  10-KSB) for the year ended  December 31, 2001
have been audited by Bierwolf, Wilson & Associates Certified Public Accountants,
independent  auditors,  as set  forth in their  report  incorporated  herein  by
reference  and are  incorporated  herein in reliance upon such report given upon
the authority of the firm as experts in auditing and accounting.

Indemnification of Officers and Directors

       Insofar as  indemnification  of liabilities  arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company,
the  company  has been  informed  that in the  opinion  of the  commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

       The  following  documents  previously  filed with the  Commission  by the
Company for purposes of the information reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:

1. The Company's  Annual  Report on Form 10-KSB for the year ended  December 31,
2001;

3. The Company's  Quarterly  Report on Form 10-QSB for the months ended June 30,
2001;

4. The Company's Form 8-KA filed on May 20, 2002.

5. The Company's Form 8-K filed on August 19, 2002

       All documents filed by the Company pursuant to Sections 13(a),  13(c), 14
and  15(d) of the  Exchange  Act  subsequent  to the  date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities then remaining unsold,  shall be deemed to be incorporated  herein by
reference and to be a part hereof from the date of filing of such documents. Any
statement  contained  in a document  incorporated  or deemed to be  incorporated
herein by  reference  will be deemed to be modified or  superseded  for purposes
hereof  to the  extent  that  a  statement  contained  herein  or in  any  other
subsequently filed document which also is or is deemed to be incorporated herein
by  reference  modifies or  supersedes  such  statement.  Any such  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part thereof.

ITEM 4. DESCRIPTION OF SECURITIES

       Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Certain legal  matters with respect to the Common Stock offered  hereby
will be passed upon for the Company by Kennan E. Kaeder, counsel to the Company.
Mr. Kaeder has no beneficial interest in the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

       The  Certificate  of  Incorporation  of the  Company  provides  that  all
directors, officers, employees and agents of the Company shall be entitled to be
indemnified  by  the  Company  to the  fullest  extent  permitted  by  law.  The
Certificate of Incorporation also provides as follows:

       The corporation shall, to the fullest extent permitted by the Act, as the
same  may be  amended  and  supplemented,  indemnify  all  directors,  officers,
employees,  and agents of the corporation  whom it shall have power to indemnify
thereunder from and against any and all of the expenses,  liabilities,  or other
matters referred to therein or covered thereby.

       Such right to  indemnification  or advancement of expenses shall continue
as to a person who has ceased to be a director,  officer,  employee, or agent of
the corporation,  and shall inure to the benefit of the heirs,  executives,  and
administrators of such persons.  The indemnification and advancement of expenses
provided for herein  shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement  may be entitled under any bylaw,
agreement,  vote of stockholders or of disinterested directors or otherwise. The
corporation shall have the right to purchase and maintain insurance on behalf of
its directors, officers, and employees or agents to the full extent permitted by
the Act, as the same may be amended or supplemented.

       Insofar as indemnification  for liabilities  arising under the Securities
Act may be permitted to directors,  officers, or persons controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the  Securities  Act and is therefore  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the  Company of expenses  incurred  or paid by a director  officer or
controlling person of the Company in the successful defense of any action,  suit
or proceeding) is asserted by such  director,  officer or controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

ITEM 8. CONSULTANTS AND ADVISORS

       Not applicable.

ITEM 9. EXHIBITS

 Exhibit No.                           Title
          4.1  Consulting  Agreement
          5.1  Opinion of Kennan E. Kaeder, Esq.
         23.1  Consent of
         24.1  Power of Attorney

ITEM 10. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to;

       (i) include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;

       (ii)  reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of securities  offered would not exceed t hat
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

       (iii) include any additional or changed material information with respect
to the  plan  of  distribution  not  previously  disclosed  in the  registration
statement  or any  material  change  to  such  information  in the  registration
statement;  provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic reports filed with or furnished to
the  Commission  by the  Registrant  pursuant  to  Section  13 or  15(d)  or the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement  relating to the securities  offered the rein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of t he Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report  pursuant to Section 15(d) of the  Securities Ex change Act
of 1934) that is incorporated by reference in the  registration  statement shall
be deemed to be a new registration  statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceab1e.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any act ion,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement,  to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized, in the City of San Diego, California on the October 29, 2002.

LHIHOLDINGS, INC.

/s/  Dale Rorabaugh
Dale Rorabaugh
Chief Executive Officer
Exhibit  4.1

                             LUMALITE HOLDINGS, INC.
              2002-2003 CONSULTANTS AND EMPLOYEES STOCK OPTION PLAN

Section 1. General Purpose of Plan; Definitions.

    The name of this plan is the Lumalite Holdings,  Inc. 2002-2003  Consultants
And Employees Stock Option Plan (the "Plan").  The Plan was adopted by the Board
on October 10, 2002. The purpose of the Plan is to enable the company to attract
and retain  highly  qualified  personnel  who will  contribute  to the Company's
success by their  ability,  ingenuity and industry and to provide  incentives to
the participating officers,  employees,  directors, and advisors that are linked
directly to  increases  in  stockholder  value and will  therefore  inure to the
benefit of all stockholders of the Company.

    For purposes of the Plan, the following  terms shall be defined as set forth
below:

        "Act" means Securities Exchange Act of 1934, as amended.

        "Administrator" means the Board, or if the Board does not administer the
Plan, the Committee in accordance with Section 2.

        "Board" means the Board of Directors of the Company.

        "Code" means the Internal  Revenue Code of 1986, as amended from time to
time, or any successor thereto.

        "Committee"  means the  Committee of the Board  designated  from time to
time by the Board to be the Administrator.

        "Commission" means Securities and Exchange Commission.

        "Company" means Lumalite Holdings, Inc., (or any successor corporation).

        "Disability"   means  the   inability  of  a   Participant   to  perform
substantially  his duties  and  responsibilities  to the  Company by reason of a
physical or mental  disability or infirmity  (i) for a continuous  period of six
months, or (ii) at such earlier time as the Participant submits medical evidence
satisfactory  to the  Company  that he has a physical  or mental  disability  or
infirmity which will likely prevent him from returning to the performance of his
work duties for six months or longer.  The date of such  Disability  shall be on
the last  day of such  six-month  period  or the day on  which  the  Participant
submits such satisfactory medical evidence, as the case may be.

        "Effective Date" shall mean the date provided pursuant to Section 9.

        "Eligible  Employee"  means an  employee  or  consultant  of the Company
eligible to participate in the Plan pursuant to Section 4.

        "Fair Market  Value"  means,  as of any given date,  with respect to any
awards granted hereunder,  at the discretion of the Administrator and subject to
such limitations as the Administrator  may impose,  (A) if the Stock is publicly
traded, the closing sale price of the Stock on such date as reported in the Wall
Street Journal,  or the average of the closing price of the Stock on each day on
which  the  Stock  was  traded  over  a  period-of  up to  twenty  trading  days
immediately  prior to such  date,  (B) the  fair  market  value of the  Stock as
determined in accordance  with a method  prescribed in the agreement  evidencing
any award  hereunder,  or (C) the fair  market  value of the Stock as  otherwise
determined by the Administrator in the good faith exercise of its discretion.
        "Incentive  Stock Option" or "ISO" means any Stock Option intended to be
designated as an "incentive  stock option"  within the meaning of Section 422 of
the Code (and any successor provision of the Code having a similar intent).

        "Non-Qualified  Stock  Option" or "NQSO"  means any Stock Option that is
not an Incentive  Stock Option,  including any Stock Option that provides (as of
the time such  option is  granted)  that it will not be treated as an  Incentive
Stock Option.
"Parent  Corporation"  means any corporation (other than the Company) in
an  unbroken  chain of  corporations  ending  with the  Company,  if each of the
corporations in the chain (other than the Company) owns stock  possessing 50% or
more of the  combined  voting  power of all classes of stock in one of the other
corporations in the chain.

        "Participant" means any Eligible Employee,  consultant or advisor to the
Company selected by the Administrator, pursuant to the Administrator's authority
in Section 2 below, to receive grants of Stock Options.

        "Stock" means the Common Stock, $0.001 par value, of the Company.

        "Stock  Option"  means any option to  purchase  shares of Stock  granted
pursuant to Section 5.

        "Subsidiary"  means  any  corporation  (other  than the  Company)  in an
unbroken  chain  of  corporations  beginning  with the  Company,  if each of the
corporations  (other than the last corporation) in the unbroken chain owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in the chain.

Section 2. Administration

       The Plan shall be  administered  by the Board or by the  Committee  which
shall be  appointed  by the Board and which shall  serve at the  pleasure of the
Board.

       The  Administrator  shall  have the power and  authority  to grant  Stock
Options to Eligible Employees, consultants and advisors to the Company, pursuant
to the terms of the Plan.

       In particular, the Administrator shall have the authority:

       (a) to select those persons who shall be Eligible Employees;

       (b) to  determine  whether  and to what  extent  Stock  Options are to be
granted  hereunder  to  Eligible  Employees,  consultants  and  advisors  to the
Company;

       (c) to determine  the number of shares to be covered by each Stock Option
granted hereunder;

       (d) to determine  the terms and  conditions,  not  inconsistent  with the
terms of the Plan, of any Stock Option granted hereunder; and

       (e) to determine  the terms and  conditions,  not  inconsistent  with the
terms of the Plan,  which shall govern all written  instruments  evidencing  the
Stock Options.

       The Administrator shall have the authority, in its discretion,  to adopt,
alter and repeal such administrative  rules,  guidelines and practices governing
the Plan as it shall from time to time deem  advisable;  to interpret  the terms
and  provisions  of the Plan  and any  award  issued  under  the  Plan  (and any
agreements  relating thereto);  and to otherwise supervise the administration of
the Plan.

       All decisions made by the Administrator pursuant to the provisions of the
Plan shall be final and binding on all  persons,  including  the Company and the
Participants.

Section 3. Stock Subject to Plan.

       The total number of shares of Stock  reserved and  available for issuance
under the Plan (and the total  number of shares  that may be  granted  as ISO's)
shall be  3,000,000  shares of Stock.  Such shares may  consist,  in whole or in
part, of authorized and unissued shares or treasury shares. To the extent that a
Stock Option expires or is otherwise  terminated  without being exercised,  such
shares shall again be available  for issuance in  connection  with future awards
under the Plan.  If any shares of Stock  have been  pledged  as  collateral  for
indebtedness  incurred by a  Participant  in  connection  with the exercise of a
Stock Option and such shares are returned to the Company in satisfaction of such
indebtedness,  such shares shall again be available  for issuance in  connection
with future awards under the Plan. To the extent that a Participant  is eligible
to use,  and uses,  shares of Stock to  exercise a Stock  Option,  the number of
Shares of Stock so used shall be  available  for  issuance  in  connection  with
future awards under the Plan.

       In   the   event   of   any   merger,   reorganization,    consolidation,
recapitalization,   stock  dividend  or  other  change  in  corporate  structure
affecting the Stock, an appropriate  substitution or adjustment shall be made in
the aggregate  number of shares  reserved for issuance  under the Plan as may be
determined by the Administrator, in its sole discretion. Any other substitutions
or adjustments shall be made as may be determined by the  Administrator,  in its
sole discretion.  In connection with any event described in this paragraph,  the
Administrator  may  provide,  in its  discretion,  for the  cancellation  of any
outstanding awards and payment in cash or other property therefor.
Section 4. Eligibility.

       Officers   (including   officers  who  are  directors  of  the  Company),
directors,  employees  of the  Company,  and  advisors  to the  Company  who are
responsible for or contribute to the management,  growth and/or profitability of
the business of the Company shall be eligible to be granted Stock  Options.  The
Participants  under  the  Plan  shall  be  selected  from  time  to  time by the
Administrator,  in its sole  discretion,  from  among  the  Eligible  Employees,
consultants and advisors to the Company  recommended by the senior management of
the Company, and the Administrator shall determine, in its sole discretion,  the
number of shares covered by each award.

Section 5. Stock Options.

       Any Stock  Option  granted  under  the Plan  shall be in such form as the
Administrator may from time to time approve,  and the provisions of Stock Option
awards need not be the same with respect to each  optionee.  Recipients of Stock
Options shall enter into a subscription and/or award agreement with the Company,
in such form as the  Administrator  shall  determine  which  agreement shall set
forth,  among other things,  the exercise  price of the option,  the term of the
option and provisions regarding exercisability of the option granted thereunder.

       The  Stock  Options  granted  under  the  Plan may be of two  types:  (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options.

       The Administrator shall have the authority to grant any Eligible Employee
Incentive  Stock Options,  Non-Qualified  Stock Options,  or both types of Stock
Options.  Consultants  and  advisors  may only be  granted  Non-Qualified  Stock
Options.  To the extent that any Stock  Option does not qualify as an  Incentive
Stock Option, it shall constitute a separate  Non-Qualified  Stock Option.  More
than  one  option  may  be  granted  to the  same  optionee  and be  outstanding
concurrently hereunder.

       Stock  Options  granted  under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent  with the  terms  of the  Plan,  as the  Administrator  shall  deem
desirable:

       (1) Option Price. The option price per share of Stock purchasable under a
Stock Option shall be determined by the  Administrator in its sole discretion at
the time of grant but shall not, (i) in the case of Non-Qualified Stock Options,
be less than 75% of the Fair Market Value of the Stock on such date, and (ii) in
any event,  be less than the par value of the Stock.  If an employee  owns or is
deemed to own (by  reason of the  attribution  rules  applicable  under  Section
425(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Parent  Corporation and an Incentive Stock Option is
granted to such employee,  the option price of such  Incentive  Stock Option (to
the extent required by the Code at the time of grant) shall be no less than 110%
of the Fair Market Value of the Stock on the date such Incentive Stock Option is
granted.

       (2)  Option  Term.  The term of each Stock  Option  shall be fixed by the
Administrator,  but no Stock  Option  shall be  exercisable  more than ten years
after the date  such  Stock  Option is  granted;  provided,  however  that if an
employee owns or is deemed to own (by reason of the attribution rules of Section
425(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Parent  Corporation and an Incentive Stock Option is
granted to such employee, the term of such Incentive Stock Option (to the extent
required by the Code at the time of grant) shall be no more than five years from
the date of grant.

       (3)  Exercisability.  Stock Options shall be  exercisable at such time or
times and subject to such terms and  conditions  as shall be  determined  by the
Administrator  at  or  after  grant.  The  Administrator  may  provide,  in  its
discretion, that any Stock Option shall be exercisable only in installments, and
the Administrator may waive such installment  exercise provisions at any time in
whole or in part based on such factors as the  Administrator  may determine,  in
its sole discretion.

       (4) Method of Exercise.  Subject to Section 5(3) above, Stock Options may
be exercised in whole or in part at any time during the option period, by giving
written notice of exercise to the Company  specifying the number of shares to be
purchased,  accompanied  by payment in full of the purchase  price in cash or in
such other form of  consideration  as is set forth in the related  Stock  Option
agreement  as   determined   by  the   Administrator.   As   determined  by  the
Administrator,  in its sole discretion,  payment in whole or in part may also be
made in the form of unrestricted Stock already owned by the optionee;  provided,
however, that the right to make payment in the form of already own ed shares may
be authorized  only at the time of grant.  An optionee shall  generally have the
rights to dividends  and any other rights of a  stockholder  with respect to the
Stock subject to the option only after the optionee has given written  notice of
exercise,  has paid in full for such shares,  and, if  requested,  has given the
representation described in paragraph (1) of Section 10.

       The Administrator may require the voluntary surrender of all or a portion
of any Stock Option granted under the Plan as a condition precedent to the grant
of a new Stock Option.  Subject to the  provisions  of the Plan,  such new Stock
Option shall be exercisable  at the price,  during such period and on such other
terms and conditions as are specified by the  Administrator  at the time the new
Stock Option is granted.  Upon their surrender,  Stock Options shall be canceled
and the shares previously  subject to such canceled Stock Options shall again be
available for grants of Stock Options and other awards hereunder.

       (5) Loans.  The Company may make loans  available to Stock Option holders
in connection  with the exercise of outstanding  options granted under the Plan,
as the Administrator,  in its discretion, may determine; provided, however, that
the right to make  payment  in the form of loans may be  authorized  only at the
time of grant and the terms of such  loans  shall be  specified  in the  related
Stock Option  agreement.  Such loans shall (i) be evidenced by promissory  notes
entered  into by the  Stock  Option  holders  in favor of the  Company,  (ii) be
subject  to the terms and  conditions  set forth in this  Section  5(5) and such
other terms and conditions, not inconsistent with the Plan, as the Administrator
shall determine,  (iii) bear interest, if any, at such rate as the Administrator
shall  determine,  and (iv) be subject to Board  approval (or to approval by the
Administrator to the extent the Board may delegate such authority).  In no event
may the  principal  amount of any such loan  exceed the sum of (x) the  exercise
price less  the-par  value of the  shares of Stock  covered  by the  option,  or
portion thereof,  exercised by the holder, and (y) any federal, state, and local
income tax  attributable  to such  exercise.  The initial term of the loan,  the
schedule of payments of  principal  and  interest  (if any) under the loan,  the
extent to which the loan is to be with or without  recourse  against  the holder
with respect to principal  or interest  and the  conditions  upon which the loan
will become payable in the event of the holder's termination of employment shall
be  determined  by  the  Administrator.   Unless  the  Administrator  determines
otherwise,  when a loan is made,  shares of Stock  having a Fair Market Value at
least equal to the  principal  amount of the loan shall be pledged by the holder
to the Company as security  for payment of the unpaid  balance of the loan,  and
such pledge shall be evidenced by a pledge  agreement,  the terms of which shall
be determined by the Administrator,  in its discretion;  provided, however, that
each loan shall comply with all applicable  laws,  regulations  and rules of the
Board of  Governors  of the Federal  Reserve  System and any other  governmental
agency having jurisdiction.

       (6)  Non-Transferability  of Options.  Unless otherwise determined by the
Administrator,  no Stock Option shall be transferable  by the optionee,  and all
Stock Options shall be exercisable,  during the optionee's  lifetime only by the
optionee.

       (7)  Termination  of Employment or Service.  If an optionee' s employment
with or service  as a  director  of or  consultant  or  advisor  to the  Company
terminates by reason of death,  Disability  or for any other  reason,  the Stock
Option may  thereafter  be  exercised to the extent  provided in the  applicable
subscription   or  award   agreement,   or  as  otherwise   determined   by  the
Administrator.

       (8) Annual  Limit on  Incentive  Stock  Options.  To the extent  that the
aggregate  Fair Market  Value  (determined  as of the date the  Incentive  Stock
Option is  granted)  of shares of Stock with  respect to which  Incentive  Stock
Options granted to an Optionee under this Plan and all other option plans of the
Company or its Parent  Corporation  become exercisable for the first time by the
Optionee during any calendar year exceeds $200,000,  such Stock Options shall be
treated as Non-Qualified Stock Options.

Section 6. Amendment and Termination.

       The Board may amend,  alter or  discontinue  the Plan,  but no amendment,
alteration,  or discontinuation  shall be made that would impair the rights of a
Participant  under any award  theretofore  granted  without  such  Participant's
consent.

       The Administrator  may amend the terms of any award theretofore  granted,
prospectively  or  retroactively,  but,  subject  to  Section  3 above,  no such
amendment shall impair the rights of any holder without his or her consent.

Section 7. Unfunded Status of Plan.

       The Plan is intended  to  constitute  an  "unfunded"  plan for  incentive
compensation.  With respect to any payments not yet made to a Participant by the
Company,  nothing  contained  herein shall give any such  Participant any rights
that are greater than those of a general creditor of the Company.

Section 8. General Provisions.

       (1) The  Administrator may require each person purchasing shares pursuant
to a Stock  Option to  represent  to and agree with the Company in writing  that
such person is acquiring the shares without a view to distribution  thereof. The
certificates  for such  shares may include  any legend  which the  Administrator
deems appropriate to reflect any restrictions on transfer.

       All  certificates  for shares of Stock  delivered under the Plan shall be
subject  to  such   stock-transfer   orders  and  other   restrictions   as  the
Administrator  may deem  advisable  under  the  rules,  regulations,  and  other
requirements of the Commission,  any stock exchange upon which the Stock is then
listed,   and  any  applicable   federal  or  state   securities  law,  and  the
Administrator  may  cause  a  legend  or  legends  to  be  placed  on  any  such
certificates to make appropriate reference to such restrictions.

       (2) Nothing  contained in the Plan shall  prevent the Board from adopting
other or additional compensation  arrangements,  subject to stockholder approval
if such  approval is required;  and such  arrangements  may be either  generally
applicable or applicable only in specific cases.  The adoption of the Plan shall
not confer upon any employee, director, consultant or advisor of the Company any
right to continued  employment or service with the Company,  as the case may be,
nor shall it interfere in any way with the right of the Company to terminate the
employment  or  service  of any  of its  employees,  directors,  consultants  or
advisors at any time.

       (3) Each Participant  shall, no later than the date as of which the value
of an award first becomes  includible in the gross income of the Participant for
federal  income  tax  purposes,   pay  to  the  Company,  or  make  arrangements
satisfactory to the Administrator  regarding payment of, any federa1,  state, or
local  taxes of any kind  required  by law to be  withheld  with  respect to the
award. The obligations of the Company under the Plan shall be conditional on the
making of such payments or  arrangements,  and the Company shall,  to the extent
permitted  by law,  have the right to deduct any such taxes from any  payment of
any kind otherwise due to the Participant.
(4) No member  of the  Board or the  Administrator,  nor any  officer  or
employee  of the  Company  acting on  behalf of the Board or the  Administrator,
shall be  personally  liable for any action,  determination,  or  interpretation
taken or made in good faith with  respect  to the Plan,  and all  members of the
Board or the  Administrator  and each and any officer or employee of the Company
acting  on  their  behalf  shall,  to the  extent  permitted  by law,  be  fully
indemnified  and  protected  by the  Company  in  respect  of any  such  action,
determination or interpretation.

Section 9. Effective Date of Plan.

       The Plan became  effective  (the  "Effective  Date") on October 10, 2002;
provided that, the Plan shall become  effective with respect to Incentive  Stock
Options on the date the Company's stockholders formally approve the Plan.

Section 10. Term of P1an.

       No Stock  Option  shall be granted  pursuant  to the Plan on or after the
tenth  anniversary  of the Effective  Date, but awards  theretofore  granted may
extend beyond that date.
Exhibit  5.1
Exhibit  23.2

Opinion  of  Kennan E. Kaeder,  Esq.

October 28, 2002

Lumalite Holdings,  Inc.
2810 Via Orange Way, Ste B, Spring Valley, CA 91978

RE:     Registration  Statement  on  Form  S-8

Ladies  and  Gentlemen:

     I have examined the  Registration  Statement on Form S-8 to be filed by you
with the Securities and Exchange  Commission in connection with the registration
under the  Securities  Act of 1933,  as amended,  of shares of your Common Stock
(the "Shares") issued or issuable upon the exercise of options granted under the
Lumalite  Holdings,  Inc. RIG  Consulting  Agreement  (the  "Plan")  referred to
therein.  As your counsel in connection with this  transaction,  I have examined
the  proceedings  taken and proposed to be taken by you in  connection  with the
issuance of the Shares.

     It is my opinion  that the Shares,  when issued and paid for in  accordance
with the terms of the Plan, will be legally and validly issued,  fully paid, and
nonassessable.

     I  further  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration  Statement,  including the prospectus  constituting a part thereof,
and any amendment thereto.

                                              Very  truly  yours,
                                              /s/Kennan E. Kaeder
                                              ------------------------------
                                              Kennan E. Kaeder,  Esq.
Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this  Registration  Statement of
Lumalite  Holdings,  Inc.  on Form S-8,  of our  report  dated  April 22,  2002,
relating to the 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.

/s/ Bierwolf, Nilson & Associates
Bierwolf, Nilson & Associates
Dated: October 28, 2002
Exhibit 24.1

                                POWER OF ATTORNEY

        Know all men by these presents, that each person whose signature appears
below  constitutes  and  appoints  Hank  Schumer,  singly,  his true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities  (including  his or her capacity as a director or officer of
Lumalite   Holdings,   Inc.)   to  sign  any  and  all   amendments   (including
post-effective amendments) to this Registration Statement, and to file the same,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises,  as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and agents or any of them, or their or his or her  substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

/s/  Dale Rorabaugh                                             October 29,2002
Dale Rorabaugh                                                        Date
Chief Executive Officer and Director

/s/   Hank Schumer                                              October 29,2002
Hank Schumer                                                          Date
Chief Financial Officer
October 29, 2002

VIA  EDGAR

Securities and Exchange Commission 450 5th Street N.W.
Washington,  D.C.  20549

Re:    Lumalite Holdings,  Inc.  Registration  Statement  on  Form  S-8

Ladies  and  Gentlemen:

     On behalf of Lumalite Holdings,  Inc. (the  "Registrant"),  I hereby attach
(via EDGAR) for filing under the Securities Act of 1933, as amended (the "Act"),
the  above-described  Registration  Statement.  The  filing fee in the amount of
$82.65 has been paid.

     The Registrant  understands  that,  pursuant to Rule 456 under the Act, the
Registration Statement will become effective automatically upon filing.

     Should you have any  questions  with  regard to the above,  please call the
undersigned at (619) 232-6545.

                               Sincerely,

                               /s/Kennan E. Kaeder
                               ----------------------------
                               Kennan E. Kaeder
                               Attorney at Law