SCHEDULE 14A INFORMATION
                                (Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                                (Amendment No. )

Filed by Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X]  Preliminary Proxy Statement  [  ]  Confidential, for Use of the Commission
[ ]  Definitive Proxy Statement         Only (as Permitted by Rule 14a-6(e)(2))
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                                  Consil Corp.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


--------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box).
[x]     No fee required.

[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11.
        (1) Title of each class of securities to which transaction applies:

        ------------------------------------------------------------------------
        (2) Aggregate number of securities to which transaction applies:

        ------------------------------------------------------------------------
        (3) Per unit price or other  underlying  value of  transaction  computed
        pursuant  to  Exchange  Act Rule  0-11:  Set for the amount on which the
        filing fee is calculated and state how it was determined,

        ------------------------------------------------------------------------
        (4) Proposed maximum aggregate value of transaction:

        ------------------------------------------------------------------------
        (5) Total fee paid: ____________________________________________________

[ ]     Fee paid previously with preliminary materials..

[ ]     Check box if any part of the fee is offset as provided  by Exchange  Act
        Rule 0-11(a) (2) and identify  the filing for which the  offsetting  fee
        was paid  previously.  Identify  the  previous  filing  by  registration
        statement number, or the Form or Schedule and the date of filing.
        1) Amount Previously paid:

        ------------------------------------------------------------------------
        2) Form, Schedule or Registration Statement No.:

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        3) Filing Party:

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        4) Date Filed:

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Notes:





                                  ConSil Corp.
                            4766 South Holladay Blvd.
                              Holladay, Utah 84117


                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                          Dated as of February ___, 2002

To the Stockholders of ConSil Corp.:

It is my  pleasure  to invite you to a special  meeting of the  stockholders  of
ConSil Corp.,  which will be held at  ___________________________________,  Utah
_____, on ____________, 2002, at 10:00 a.m., Mountain Standard Time.

         The purpose of the meeting is to consider,  discuss,  vote and act upon
the following proposals:

          o    ratifying  an amendment to our Bylaws that our Board of Directors
               adopted in July 2001,  whereby we opted out of the  provisions of
               the Idaho "Control Share Acquisition Act";

          o    approving  a 1-for-25  (1:25)  reverse  split in our  outstanding
               shares of common stock;

          o    changing our name from "ConSil Corp." to "LumaLite, Inc."

          o    adopting new Articles of Incorporation and Bylaws;

          o    changing our state of incorporation from Idaho to Nevada; and

          o    transacting  such other  business as may properly come before the
               meeting, or any postponement of the meeting.

Our Board of Directors  believes the  proposals  are in the best interest of our
stockholders and recommends their adoption.  Under applicable  provisions of the
Idaho Business  Corporation  Law, the favorable  vote, in person or by proxy, by
the holders of a majority  of votes cast at the  special  meeting is required to
approve each of the proposals.

Only our stockholders of record at the close of business on January 25, 2002 are
entitled to vote at the  meeting,  or any  adjournment  or  postponement  of the
meeting.  You are invited to attend the special  meeting.  Regardless of whether
you expect to attend, however, we urge you to read the information  accompanying
this notice and to fill in, date and sign the enclosed  proxy card and return it
to us in the enclosed envelope. A listing of those stockholders entitled to vote
will be available for  inspection ten days prior to the meeting at our principal
offices at 4766 South Holladay Blvd., Holladay, Utah 84117.

By order of the Board of Directors,

                                   By:                   /s/
                                       -----------------------------------------
                                                      Secretary
February ___, 2002




THIS  PROXY  STATEMENT  AND  THE  ACCOMPANYING  MATERIALS  ARE  SOLELY  FOR  THE
INFORMATION OF OUR PRESENT STOCKHOLDERS.  NO ONE SHOULD BUY OR SELL ANY SECURITY
IN RELIANCE ON ANY STATEMENT  HEREIN.  THIS PROXY STATEMENT AND THE ACCOMPANYING
MATERIALS  ARE NEITHER AN OFFER TO BUY OR SELL NOR A  SOLICITATION  OF OFFERS TO
BUY OR SELL ANY SECURITY.

                                  ConSil Corp.

                                 PROXY STATEMENT

                         SPECIAL MEETING OF STOCKHOLDERS
                         To be held ______________, 2002

              SOLICITATION OF PROXY ON BEHALF OF BOARD OF DIRECTORS


--------------------------------------------------------------------------------
                               GENERAL INFORMATION
--------------------------------------------------------------------------------

         We  are  furnishing   you  this   statement  in  connection   with  the
solicitation  by our  Board of  Directors  of  proxies  to be voted at a special
meeting  of   stockholders   that  our  Board  of   Directors   has  called  for
______________,  2002 at __________________,  Salt Lake City, Utah at 10:00 a.m.
local time, and at any and all postponements or adjournments thereof. All of our
shares of capital stock which are represented in person or by valid proxy at the
meeting will be eligible to be voted at the meeting. The meeting is not intended
to be a special meeting in lieu of our annual meeting of stockholders.

         The purpose of the meeting is to consider,  discuss and vote and act on
a number of proposals, as follows:

          o    ratifying  an amendment to our Bylaws that our Board of Directors
               adopted in July 2001,  whereby we opted out of the  provisions of
               the Idaho "Control Share Acquisition Act";

          o    approving  a 1-for-25  (1:25)  reverse  split in our  outstanding
               shares of common stock;

          o    changing our name from "ConSil Corp." to "LumaLite, Inc."

          o    adopting new Articles of Incorporation and Bylaws;

          o    changing our state of incorporation from Idaho to Nevada; and

          o    transacting  such other  business as may properly come before the
               meeting, or any postponement of the meeting.

         We anticipate mailing this statement and the accompanying  materials to
our stockholders on or about February ___, 2002.

         If you execute and return the enclosed proxy, the shares represented by
the proxy will be voted at the meeting.  Each proxy will be voted as  instructed
and,  if no  instruction  is given,  will be voted  "FOR" each of the  proposals
described  above. The named proxies may vote in their discretion upon such other
matters as may properly come before the meeting.  A  stockholder  giving a proxy
may  revoke it at any time  before it is voted by giving  written  notice to our
corporate Secretary, by executing a later dated proxy, or by voting in person at
the meeting.

         Votes will be tabulated by Computer Share Trust Company of Canada,  our
transfer agent. Shares represented by abstentions will be counted in determining
the number of shares  present at the  meeting,  but are not counted as a vote in
favor of a  proposal,  and  therefore  have the same  effect  as a vote  that is
withheld.  Broker  non-votes  are  counted in  determining  the number of shares
present at the meeting.

         We are soliciting the proxies on behalf of our Board of Directors.  The
cost of soliciting proxies (which we believe will be approximately $10,000) will
be paid for by Consil Corp. We will reimburse brokers and others who incur costs
to send  proxy  materials  to  beneficial  owners  of stock  held in a broker or
nominee name.  Our  directors,  officers,  and employees may solicit  proxies in
person  or  by  mail,  telephone,  or  telegraph,  but  will  receive  no  extra
compensation for doing so.

         The only shares  that may be voted at the  meeting  are the  21,949,707
shares of our common stock ("common stock")  outstanding on January 25, 2002 the
record date for determination of stockholders entitled to notice of, and to vote
at, the meeting. Each share is entitled to one vote.

         Our management  prepared this statement.  "We," "our" and "the Company"
refer to Consil Corp. and its subsidiaries. For additional information about us,
please  refer  to  our  periodic   filings  with  the  Securities  and  Exchange
Commission.  If you would like copies of any of those documents, you can request
(by phone or in writing)  copies of those filings by sending your request to our
principal office: ConSil Corp., 4766 South Holladay Blvd., Holladay, Utah 84117,
telephone (801) 308-0011,  Attn: James Anderson,  President.  We will not charge
you for any of the copies.  You can also obtain copies of those  documents  from
the  electronic   filing  site   maintained  by  the  SEC  on  the  Internet  at
www.sec.gov/archives/edgar,  from the SEC's office at Judiciary Plaza, 450 Fifth
Street,  N.W., Room 1024,  Washington,  D.C. 20549, or the various  regional SEC
offices.  The  reports  we have  filed  with the SEC  should not be deemed to be
material for the solicitation of your or any proxy with respect to the meeting.

         All documents  that we file after the date of this  statement and prior
to the date of the meeting are deemed to be  incorporated by reference into this
statement  and to be a part of it from the date of filing of such  documents  or
reports. Any statement contained in this statement or in a document incorporated
or deemed to be incorporated by reference in this statement will be deemed to be
modified  or  superceded  for  purposes of this  statement  to the extent that a
statement  contained  in  this  statement  or in any  other  subsequently  filed
document  which is also  incorporated  or is deemed to be  incorporated  in this
statement modifies or supercedes that statement. Any such statements so modified
or  superceded  will not be deemed,  except as so  modified  or  superceded,  to
constitute a part of this statement.

         We are  incorporating by reference in this statement the documents that
we have  previously  filed with the SEC that are listed below.  The  information
relating to us contained in this statement does not purport to be  comprehensive
and should be read together with the information in the incorporated  documents,
which are as follows:

          o    Our annual  report on Form 10-K for the year ended  December  31,
               2000;

          o    Our quarterly  report on Form 10-Q for the quarterly period ended
               March 31, 2001;

          o    Our  quarterly  report on Form  10-QSB for the  quarterly  period
               ended June 30, 2001;

          o    Our  quarterly  report on Form  10-QSB for the  quarterly  period
               ended September 30, 2001;

          o    Our current report on Form 8-K filed January 31, 2002.

         This  statement  incorporates  documents  by  reference  which  are not
presented herein or delivered with this statement. These documents are available
without charge to any person to whom a copy of this statement has been delivered
upon  written or oral  request to our  corporate  secretary,  at the address set
forth above in this section.

         This statement contains  forward-looking  statements that involve risks
and  uncertainties.  Our actual results of operations may differ materially from
those  anticipated  in these  forward-looking  statements as a result of certain
factors over which we have little or no control.  This statement is qualified in
its  entirety by  reference to the more  detailed  information  contained in the
appendices attached hereto and the documents referred to or incorporated in this
statement by reference.  We urge all of our stockholders to review carefully all
of the information  contained in this statement and the other documents referred
to in this statement.

--------------------------------------------------------------------------------
                               THE SPECIAL MEETING
--------------------------------------------------------------------------------

         Our stockholders of record at the close of business on January 25, 2002
will be entitled to vote at the meeting or any  adjournment or  adjournments  of
the  meeting.  As of that  date,  21,949,707  shares of our  common  stock  were
outstanding.  The  presence  of the  holders  of a  majority  of the  issued and
outstanding  shares of our common stock is necessary to  constitute a quorum for
the transaction of business at the meeting,  and the affirmative vote, either in
person or by proxy,  of the holders of a majority of our  outstanding  shares of
our common stock is required to approve each of the proposals.

         We have  appointed a  representative  of our transfer  agent,  Computer
Share  Trust  Company  of  Canada,  as  the  inspector  of  the  meeting.   That
representative  will count and tabulate the votes cast and report the results of
the votes at the meeting to our management. Your vote at the meeting will not be
disclosed except:

          o    as needed to permit the  inspector  to  tabulate  and certify the
               votes; or

          o    as is required by law.

         Please fill in, sign and date the enclosed Proxy and return it promptly
in the  enclosed  envelope.  No postage  will be required  for you to return the
Proxy in the enclosed envelope if you mail it in the United States.  You will be
able to  revoke  your  Proxy and vote in  person  if you  decide  to attend  the
meeting.

--------------------------------------------------------------------------------
                               THE PROPOSED MERGER
--------------------------------------------------------------------------------

         Agreement  and Plan of Merger.  On January 25, 2002, we entered into an
Agreement  and Plan of Merger with  LumaLite,  Inc., a  California  corporation,
ConSil Merger  Corp.,  a Nevada  corporation  and a  wholly-owned  subsidiary of
ConSil,  and  certain  shareholders  of  LumaLite.  Subject  to  the  terms  and
conditions of the merger agreement, ConSil Merger Corp. will merge with and into
LumaLite,  with  LumaLite  to survive  the  merger  and become our  wholly-owned
subsidiary.  LumaLite's  business and  operations  are  described  below in this
section. We currently have no active business operations,  and it is anticipated
that  our  post-merger  business  operations  will  consist  of  the  operations
conducted by and through LumaLite.

         The  consummation  of the merger is subject to a number of  conditions,
including  (i) the  approval  of the merger  agreement  by the  stockholders  of
LumaLite and (ii) the completion of certain  ancillary  transactions,  including
the approval by our  stockholders  of a 1-for-25  reverse split of our Company's
common stock as described  below in the section  regarding  the  proposals to be
addressed at the meeting.

         Our stockholders are not required to approve the merger under the terms
of the merger  agreement,  Idaho law or our Articles of Incorporation or Bylaws,
and  we do  not  intend  to  seek  any  such  approval.  We  are  providing  our
stockholders  with the  information set forth in this section about the proposed
merger for  informational  purposes only. The only matters set for a vote at the
meeting are the matters described in the following "Proposals" section.

         Once the merger is effective,  all of the issued and outstanding shares
of common stock of LumaLite will be cancelled  and  converted  into and become a
right to receive, in the aggregate,  17,800,000 post-reverse split shares of our
common stock. In connection with the merger, we will assume all then outstanding
options  (whether  vested or unvested) to purchase  LumaLite's  common stock and
will reserve for issuance an  aggregate of 98,298  post-reverse  split shares of
our common stock in respect of such options.  Assuming the  consummation  of the
merger and the transactions  described below, the 17,800,000  post-reverse split
shares of common stock issuable to the LumaLite  stockholders would collectively
represent  approximately  62.46% of our voting stock. As a result,  the LumaLite
stockholders would, if they acted in concert,  have significant control over our
business and operations, including the right to elect our Board of Directors.

         Upon the  effectiveness  of the merger,  our sole director will appoint
four  nominees  of  LumaLite  to fill the  existing  vacancies  on our  Board of
Directors  and will then resign as a member of our board.  The four  nominees of
LumaLite  will  constitute  our  Board of  Directors  until the  appointment  of
additional  persons to fill vacancies in the board, the four nominees'  election
to the board at the next  election  of  directors,  or until the four  nominees'
earlier  resignation  or  removal.  LumaLite  has not yet  designated  the  four
nominees.

         Ancillary   Transactions.   In  connection  with  the  merger,  and  as
contemplated by the merger agreement,  the transactions that we have effected or
will effect include the following:

                  Reverse   Split.   We  intend  to  seek   approval   from  our
shareholders of the reverse split,  as described  below. If the reverse split is
approved,  the 21,949,707 shares of our common stock currently  outstanding will
be exchanged for 877,988 post-reverse split shares of common stock.

                  Private  Placement.  In January  2002,  we completed a private
placement  with three  accredited  investors of 12,500,000  shares of our common
stock for an  aggregate  purchase  price of $500,000.  We believe the  placement
qualifies for the exemption  from  registration  provided  under ss. 4(2) of the
Securities  Act of 1933,  as  amended.  We intend to use the  proceeds  from the
placement for working capital purposes.

                  The proceeds from the placement and the  12,500,000  shares of
common stock are being held in escrow.  Under the terms of the escrow,  $100,000
was released to us on the execution of the escrow  agreement,  which occurred on
January 7, 2002, and the balance of the escrow funds will be released to us once
we have  effected the reverse split and  consummated  the merger  agreement.  If
those two conditions are not satisfied by March 1, 2002, the funds  remaining in
the escrow will be returned to the  purchasers  (with the  exception  of $15,000
that will be used to reimburse  LumaLite for certain expenses it has incurred in
connection with the merger  agreement) and all of the shares of the common stock
will be  returned  to us.  During the term of the escrow,  the  purchasers  will
generally  have all of the rights  associated  with the ownership of the shares,
including the right to vote them.

                  Pending the  consummation of merger  agreement and the reverse
split,  the  purchasers  in  the  private   placement  will   collectively  hold
approximately  56.9% of our issued and outstanding common stock and,  therefore,
will be entitled (if they act in concert) to exercise  significant  control over
our management and operations.  If the merger  agreement is consummated (and the
LumaLite  stockholders  receive post-reverse split shares of our common stock as
described in the merger  agreement)  and the parties  perform under the terms of
the Debt Conversion  Agreement  described in the following point, the purchasers
in the private  placement would  collectively  hold  approximately  1.75% of our
issued and outstanding  post-reverse split shares of common stock, and the other
current  stockholders  (who now hold 9,449,700  shares of common stock and would
hold 377,988 shares of post-reverse  split common stock) would collectively hold
approximately  1.33% of our issued and  outstanding  post-Reverse  Split  common
stock.

         Debt Conversion.  We are currently indebted to REA LLC in the principal
amount of $725,000.  We  originally  incurred the debt under the terms of a loan
agreement dated June 28, 1996, as amended,  between us and Hecla Mining Company,
our former principal  shareholder.  In July 2001, Hecla assigned its interest in
the loan  agreement  to REA LLC.  The Company and REA LLC have agreed to convert
the  principal  amount of the  debt,  plus  accrued  interest,  into  10,118,744
post-reverse split shares of our common stock.  Assuming the consummation of the
merger agreement and the ancillary  transactions  described in this report,  REA
LLC would hold approximately 34.45% of our common stock.

         Contribution  of Shares.  Upon and subject to the  consummation  of the
merger,  Lincoln  Properties  Ltd L.C.  has agreed to  contribute  its shares of
common stock back to us.  Lincoln  holds a total of  7,418,300  shares of common
stock  (which,  upon the approval of the reverse  split would be  exchanged  for
296,732 post reverse-split shares of our common stock).

         Description of LumaLite. In connection with the execution of the merger
agreement,  LumaLite  provided us with  information  regarding  its business and
operations. The following information is a summary of that information:

         LumaLite  was  incorporated  in  California  in June  1999 to  develop,
manufacture  and  sell  advanced   medical  devices  for  the  dental  industry.
LumaLite's  current  business  consists of selling  teeth-whitening  systems and
whitening  gels to  dentists  through  a  nation-wide  system  of  distributors.
Lumalite's  audited  financials  for the period ended  December  31, 2001,  show
revenues of $4,020,350 for the year ended December 31, 2001 and $585,380 for the
year ended  December  31,  2000.  Pre-tax net income  (loss) for the years ended
December 31, 2001 and 2000 were $403,980 and ($238,831), respectively.

         In the fourth quarter of 2000,  Lumalite  introduced the LumaArchTM,  a
tooth  whitening  system  that  takes  approximately  one-third  of the  time to
simultaneously  whiten both upper and lower teeth,  compared to its competitors'
technology,  which whitens upper and lower teeth  separately.  The LumaArch uses
LumaLite's  proprietary  liquid light technology and special optics and provides
what LumaLite believes is a highly reliable light output at low cost.

         LumaLite's  corporate,   research  and  development  and  manufacturing
operations are located in Spring Valley, California.

         LumaLite's current business strategy is comprised of four elements: (i)
accessing public capital markets with a view to more  effectively  expanding its
business  and  providing  greater  liquidity  for its present  shareholders  and
potential investors;  (ii) an internal effort to develop product line extensions
to take advantage of existing distribution channels; (iii) potential acquisition
of  targeted  companies  and/or  assets to enhance  its  existing  products  and
technology;  and (iv)  seeking  new  business  opportunities  in the  dental and
medical  device  and  instrumentation   industries.   Despite  having  commenced
operations  and having  revenue,  LumaLite may be  considered  to be in an early
operational  stage and,  therefore,  subject  to risk  factors  that  affect any
start-up or  newly-emerging  business.  Accordingly,  there is no assurance that
LumaLite will achieve its business strategy.

--------------------------------------------------------------------------------
                                  THE PROPOSALS
--------------------------------------------------------------------------------

         The proposals  described below are being proposed for  discussion,  and
vote on, at the meeting by our Board of Directors in connection with, but not as
a condition to, the consummation of the merger. The proposals are as follows:

                                   -----------
                              PROPOSAL NUMBER ONE:
                      Ratification of Amendment to By-Laws
                                   -----------

         On June 15, 2001,  our Board of Directors  approved an amendment to our
Bylaws,  the  effect  of which  was to make an  election  for us to no longer be
subject to Chapter 16 of Title 30 of the Idaho  Statutes.  That  Chapter is more
commonly  referred to as the Idaho "Control Share  Acquisition Act." If a person
who  acquires a "control  share" - generally a large block of the  corporation's
stock - under the circumstances  described in the act, but does not meet certain
requirements,  that person cannot vote the acquired  shares.  A corporation  may
elect  not to be  subject  to the  provisions  of the act  through  a number  of
methods,  one of which is by an  amendment  by the  Board  of  Directors  to the
corporation's  bylaws.  Our Board of Directors made such an election  through an
amendment  to our Bylaws in June  2001.  Both our  Bylaws  and our  Articles  of
Incorporation  require,  however, that any amendment that our Board approves for
our Bylaws must be ratified by our stockholders at the next stockholder meeting.

         In  June  2001,   Hecla  Mining  Co.,   which  was  then  our  majority
stockholder,  sold 7,418,300  shares of our common stock to Lincoln  Properties,
Ltd. L.L.C. That transaction could be construed as a "control share acquisition"
transaction  as that term is  defined  in the act.  If our  stockholders  do not
approve the proposal to ratify our Board of  Directors'  amendment to the Bylaws
regarding  the  applicability  of the Control  Share  Acquisition  Act,  Lincoln
Properties could be prevented from voting its shares.

         As drafted,  our Bylaws and Articles of Incorporation are unclear as to
whether  amendments  such as that adopted by our Board of Directors with respect
to the Control Share  Acquisition Act become  effective  immediately  after such
board action,  or whether the amendment takes effect only after  ratification by
our stockholders at a stockholder's meeting. In light of this ambiguity, Lincoln
Properties has agreed that the shares it acquired in June 2001 will not have the
right to vote on this  proposal at the  meeting.  If the proposal is ratified by
the holders of a majority of our outstanding  shares of common stock  (including
the  number of shares  held by  Lincoln  Properties),  Lincoln  Properties  will
thereafter  be entitled to full voting rights with respect to their shares based
on our  Board  of  Directors'  amendment  to our  Bylaws  and our  stockholder's
ratification of that amendment. If the proposal is not so ratified, our Board of
Director's  June 2001  amendment to the Bylaws will be deemed void.  As noted in
the description of the transactions that will be effected in connection with the
merger,  Lincoln  Properties has agreed to contribute its shares to ConSil Corp.
once the merger is effected.

         This proposal does not create  dissenters' rights and, except as stated
above with respect to Lincoln  Properties' rights to vote its shares,  will have
no effect on the stated rights or preferences of any of our stockholders.

   An affirmative vote of the holders of a majority of the outstanding shares
  of our common stock is required to ratify our Board of Directors' amendment
   of our Bylaws. Our Board of Directors recommends a vote FOR this proposal.

                                   -----------
                              PROPOSAL NUMBER TWO:
                                The Reverse Split
                                   -----------

         Our authorized  capital consists of 100 million shares of common stock,
no par  value,  and 10 million  shares of  preferred  stock,  par value $.25 per
share. We currently have 21,949,707 common shares outstanding.

         In connection with the completion of the merger, we propose to effect a
reduction in our outstanding  capitalization  by issuing one share of our common
stock in exchange for every  twenty-five (25)  outstanding  shares of our common
stock.  This type of transaction is generally  referred to as a "reverse split."
If the reverse split is approved, the number of issued and outstanding shares of
our common stock will be reduced from 21,949,707 shares to approximately 877,988
shares.  If, in  effecting  the reverse  split,  any of our  stockholders  would
receive  a  fractional  share,  we  intend  to  "round  up" the  number  of that
stockholder's  shares to the nearest whole number. For example, if a stockholder
holds 49 shares before the reverse  split,  instead of receiving  1.96 shares in
the exchange, that stockholder will receive 2 shares in the exchange.

         Our Board of Directors has determined  that the reverse split is in our
and our stockholders' best interests.  That determination was based, in part, on
our  Board's  belief that it may be  advisable  for us to seek a NASDAQ or other
exchange  listing for our common stock at some time in the future.  Based on the
current  price  per share of the our  common  stock  and the  minimum  bid price
requirement for a NASDAQ or other exchange listing, our Board believes a reverse
split would enhance and accelerate our efforts to obtain any such listing.

         The rights and  preferences of our common stock will not be modified or
amended in connection with the reverse split. As described below,  this proposal
will also not create any "dissenters' rights" in favor of our stockholders.  Our
Board has reserved the right to abandon the reverse split even if it is approved
by our stockholders.

         If our  stockholders  approve the reverse split at the meeting,  unless
the Board  elects to abandon the reverse  split,  the reverse  split will become
effective  at 5:00 p.m. on the date the  Certificate  of Amendment is filed with
the Secretary of State of the State of Idaho.  The Board currently  expects that
the reverse  stock split will be effective  at 5:00 p.m. on  __________________,
2002 and that  ___________,  2002 will be the first day of  trading  for the new
common stock.  Unless the Board elects to abandon the reverse split, the reverse
split will be effected no later than _______, 2002.

         If the reverse split is approved and implemented, our stockholders will
be required to exchange  the stock  certificates  representing  their old common
stock for new certificates representing new common stock. Stockholders of record
on the  effective  date of the reverse  split will be  furnished  the  necessary
materials  and  instructions  for the  surrender  and  exchange  of their  share
certificates at the appropriate  time by Computer Share Trust Company of Canada,
our transfer  agent.  Stockholders  will not have to pay a transfer fee or other
fee  in  connection  with  the  exchange  of  their  certificates.  As  soon  as
practicable  after the effective  date, the transfer agent will send a letter of
transmittal  to each  stockholder  describing  the  procedure  for  surrendering
certificates  representing  shares  of old  common  stock  in  exchange  for new
certificates representing ownership of new common stock.

YOU SHOULD NOT SEND YOUR STOCK CERTIFICATES NOW. YOU SHOULD SEND THEM ONLY AFTER
YOU RECEIVE THE LETTER OF TRANSMITTAL FROM THE TRANSFER AGENT.

         As soon as practicable after the surrender to the transfer agent of any
certificate  which represents  shares of old common stock,  together with a duly
executed  letter of transmittal  and any other  documents the transfer agent may
require you to provide,  the transfer  agent will deliver to the person in whose
name the certificate for old common stock was issued certificates  registered in
the name of that person  representing  the  appropriate  number of shares of new
common  stock.  Each  certificate  representing  shares of new common stock will
continue to bear any legends  restricting  the  transfer of the shares that were
borne by the  surrendered  certificates  representing  the  shares of old common
stock held prior to the reverse stock split.

         Any  certificate  held by stockholder  prior to the reverse stock split
which  represented  shares of old  common  stock will be deemed at and after the
effective  date of the reverse  stock split to represent  the new common  stock.
Until a stockholder surrenders his or her stock certificates for exchange,  that
stockholder will not be entitled to receive any dividends or other distributions
that may be declared and payable by us to holders of record of our common stock.

         If a  stockholder's  certificate  for old  common  stock has been lost,
destroyed or stolen,  the stockholder  will be entitled to receive a certificate
representing  the shares of new common stock into which his or her shares of old
common  stock  are to be  converted  upon  compliance  with our or the  transfer
agent's   procedures  for  issuing   replacement   certificates   when  original
certificates are lost, stolen or destroyed.


            The affirmative vote of the holders of a majority of the
    outstanding shares of our common stock is required to approve the reverse
       split. Our Board of Directors recommends a vote FOR this proposal.

                                   -----------
                             PROPOSAL NUMBER THREE:
                            Change of Corporate Name
                                   -----------

         Our Board of  Directors  has  approved an  amendment to our Articles of
Incorporation  to change our name from "ConSil  Corp." to  "LumaLite,  Inc." The
purpose  of this  amendment  is to  reflect  the scope and type of our  business
activities following the completion of the merger.

            The affirmative vote of the holders of a majority of the
     outstanding shares of our common stock is required to approve the name
       change. Our Board of Directors recommends a vote FOR this proposal.

                                   -----------
                              PROPOSAL NUMBER FOUR:
              Adoption of New Articles of Incorporation and Bylaws
                                   -----------

         In  connection  with our change of  domicile  from Idaho to Nevada,  we
propose to adopt new Articles of Incorporation  and Bylaws  substantially in the
form of the draft Articles of  Incorporation  and draft Bylaws  attached to this
Proxy Statement.  In general, the new articles and bylaws were prepared with the
intent of (i)  "modernizing"  our  Articles  of  Incorporation  and  Bylaws  and
providing  provisions  in those  documents  which are normally  found in charter
documents  for  public  corporations  (including  such  matters  as  the  use of
teleconferencing,  facsimile and telephone devices and public trading securities
procedures),  and (ii)  except as  described  below in this  section  and in the
"Comparison  of Laws"  section  of the  proposal  regarding  the  change  of our
domicile,  providing our stockholders  with the same substantive  rights as they
are entitled under our current Articles of Incorporation and Bylaws.

         The  substantive  changes in our Articles of  Incorporation  and Bylaws
will be as follows:

                   o  Change  in  Par  Value.   Currently,   our   Articles   of
Incorporation  authorize  us to issue up to 100  million  shares  of our  common
stock,  no par value.  "Par  value" is a  historical  legal  concept,  which was
intended to provide a minimum  value for which shares of a  corporation's  stock
could be sold without subjecting the buyers of the stock to liability.  The term
is largely archaic in modern corporate settings but some states, such as Nevada,
base their filing fees on the par value of the corporation's stock.

                   If we did not  modify  the par value of our  common  stock in
connection with the adoption of our new Articles of Incorporation  upon changing
the state of  incorporation  to Nevada (as provided in the proposal number five,
below), the initial filing fees would be in excess of $25,000.  By modifying the
par value of the  common  stock to $.001 per  share,  as  provided  in the draft
Articles of  Incorporation,  the filing fee for any change of domicile to Nevada
would be approximately $250.

                  Our Board of Directors  believes the change in par value would
not  result in any  substantive  change in the  rights  and  preferences  of the
stockholders.

                   o   Amendments   to  Bylaws.   Currently,   our  Articles  of
Incorporation  and Bylaws provide that our Bylaws may be amended by our Board of
Directors,  so long as any such amendment is ratified by our stockholders at the
next  stockholders  meeting.  As noted  above in the  proposal  relating  to the
ratification  of our  Board's  decision  to opt out of the Idaho  Control  Share
Acquisition  Act, it is unclear  whether any such  amendments  become  effective
immediately  after the Board takes  action  with  respect to the  amendment,  or
whether the amendment takes affect only after  ratification by our stockholders.
This places into question any actions taken under the amendment between the time
of the Board approval and the stockholder ratification.

                  The draft  Articles  of  Incorporation  and  Bylaws  therefore
provide for fairly  standard  amendment  provisions for the Bylaws and allow our
Board of Directors to amend our Bylaws with no required  stockholder approval or
ratification at any time unless (a) our Articles of Incorporation or the laws of
the state under which we are  organized  reserve that power  exclusively  to our
stockholders,  or (b) our  stockholders,  in  adopting,  amending or repealing a
particular bylaw, provide expressly that our Board of Directors may not amend or
repeal  that bylaw,  or (c) the bylaw  either  establishes,  amends or deletes a
greater  stockholder quorum or voting  requirement.  The proposed Bylaws further
provide that any amendment  which changes the voting or quorum  requirement  for
our Board of Directors must meet the same quorum  requirement  and be adopted by
the same vote and voting  groups  required to take  action  under the quorum and
voting  requirements  then in effect or proposed to be  adopted,  whichever  are
greater.

         We believe these  amendment  provisions are  consistent  with amendment
provisions found in the bylaws of other public corporations.  We further believe
the amendment  provisions of the proposed  Articles of Incorporation  and Bylaws
resolve the ambiguities  regarding  amendments set forth in our current Articles
of  Incorporation  and Bylaws and provide our  officers and  directors  with the
ability to more effectively plan and carry out our operations and business.

     The affirmative vote of the holders of a majority of outstanding shares
is required to approve the adoption of the new Articles of Incorporation
     and Bylaws. Our Board of Directors recommends a vote FOR thisproposal.

                                   -----------
                              PROPOSAL NUMBER FIVE:
                          Change of Domicile to Nevada
                                   -----------

         In  connection  with the  merger,  we  propose  to change  our state of
incorporation  from Idaho to Nevada. The change in domicile will be accomplished
by merging our parent  corporation,  Consil Corp.,  into a  newly-formed  Nevada
corporation  that has no operations,  assets or liabilities.  In connection with
the change of domicile,  we will adopt new articles of incorporation  and bylaws
essentially  identical  (except for required  state-law  imposed changes) to the
newly proposed  Articles of Incorporation and Bylaws described in proposal four,
above.

         We  incorporated  in Idaho  because our initial  Board of Directors and
stockholders  believed  that the laws of that  State  were well  adapted  to the
conduct of our  original  business  and  operations,  which were  related to the
mining  industry.  We expect our  operations to change both  geographically  and
commercially as a result of the merger and now believe that it is appropriate to
change our state of  incorporation  to a new state that  provides  more flexible
corporate laws.

         For  many  years,   Nevada  has   followed  a  policy  of   encouraging
incorporations  in that state and, in  furtherance  of that  policy,  has been a
leader  in  adopting,   construing  and  implementing  comprehensive,   flexible
corporate  laws  that  many  experts  believe  are  responsive  to the legal and
business  needs  of  modern   corporations.

         Reasons for the Proposed Change.  Our Board of Directors believes there
are a number of  reasons  to change  our state of  incorporation  from  Idaho to
Nevada, including the following:

                   o  Corporate  taxes  and  related  fees  we pay  as an  Idaho
corporation are higher than the comparable fees for a Nevada corporation. Nevada
has no state corporate income tax and does not have a franchise tax.

                   o Our Board of Directors believes it will be easier to obtain
and retain the  services of qualified  officers  and  directors if we change our
domicile to Nevada.  Both Idaho and Nevada law permit a corporation to include a
provision in its charter documents that reduces or limits the monetary liability
of directors  for breaches of fiduciary  duty under  certain  circumstances.  We
believe that, in general,  Nevada law provides  greater  protection to directors
and  officers  than Idaho law. In fact,  Nevada is one of only a few states that
allows a corporation to limit the liability of the corporation's officers to the
corporation.

                   o Nevada,  like many other states,  permits a corporation  to
adopt a number of measures  which are  designed to reduce its  vulnerability  to
unsolicited  takeover  attempts.  We are not proposing the change in domicile to
Nevada to prevent  such a change in control,  nor is the proposal in response to
any present  attempt known to our Board of Directors to acquire  control over us
or to  obtain  representation  on our  Board of  Directors.  However,  our Board
believes it may consider in the future certain defensive  strategies designed to
enhance its ability to negotiate with an unsolicited  bidder and believes Nevada
law  allows   significant   protection  from,  and  flexibility  to  deal  with,
unsolicited takeover attempts.

         The proposed  change in domicile will effect a change only in our legal
domicile. It will NOT result in any change in our business, our management,  the
location  of our  principal  facilities,  our  fiscal  year,  or our  assets  or
liabilities  or, except as described below in the comparison of Nevada and Idaho
law, the general legal principles under which we will operate.  After the change
in the domicile,  our shares of common stock will continue to be traded, without
interruption,  on the OTC Bulletin  Board and under the symbol  ("CSLV") or such
other trading symbol as may be permitted by the NASD.

         Comparison  of  Nevada  and  Idaho  Law.  Set  forth  below  is a brief
discussion of certain  differences  between the Idaho Business  Corporation Act,
under which we are now  incorporated,  and the Nevada Business  Corporation Act,
under  which  we would  operate  if we  changed  our  domicile  to  Nevada.  The
statements  set forth under this  heading  with  respect to Idaho's and Nevada's
laws are brief  summaries of those laws, and do not purport to be complete.  The
following  descriptions  are subject to the  detailed  provisions  of the actual
statutes  and the case law and  other  legal  interpretations  relating  to such
statutes:

         Dividend  Rights.  Under Idaho law, a corporation  is  prohibited  from
making a  distribution  to its  stockholders  if,  after  giving  effect  to the
distribution:  (i) the  corporation  would  not be able to pay its debts as they
become due in the usual  course of  business;  or (ii) the  corporation's  total
assets  would be less than the sum of its total  liabilities  plus,  unless  the
articles of incorporation permit otherwise,  the amount that would be needed, if
the corporation were to be dissolved at the time of the distribution, to satisfy
the  preferential  rights upon  dissolution of stockholders  whose  preferential
rights  are  superior  to  those  receiving  the  distribution.  Nevada  law  is
essentially the same as Idaho law on this issue.

         Our  Bylaws  allow  our  Board  of  Directors  to  authorize  and  make
distributions  unless after making the  distribution:  (a) we would be unable to
pay our debts as they become due in the usual course of our business; or (b) our
total assets would be less than the sum of our total liabilities plus the amount
needed,  if we were  dissolved  at the  time of  distribution,  to  satisfy  the
preferential  rights of stockholders whose  preferential  rights are superior to
the stockholders who receive the distribution.

         Voting  Rights.  Both  Idaho  and  Nevada  law  provides  that,  unless
otherwise  provided  for in a  corporation's  articles of  incorporation,  every
stockholder of record is entitled at every meeting of  stockholders  to one vote
for  every  share  of  common  stock  owned of  record  on the  record  date for
determining  stockholders  entitled  to notice  of and to vote at a  meeting  of
stockholders.  Our  Articles  of  Incorporation  state  that the  holders of our
capital  stock  possess  voting power for the election of Directors  and for all
other purposes,  subject to such limitations as may be imposed by law and by any
provision  of our  Articles of  Incorporation  in the  exercise of their  voting
power.  The  holders of our capital  stock are  entitled  under our  Articles of
Incorporation  to one vote for each share held.  Our  Articles of  Incorporation
expressly prohibit cumulative voting for the election of directors.

         Directors.  Under Idaho law, a  corporation's  Board of Directors  must
consist of one or more  individuals,  with the number  specified  in or fixed in
accordance  with the  corporation's  articles  or the  bylaws.  If the  Board of
Directors is given the power to fix or change the number of directors, the board
may increase or decrease by 30% or less the number of directors last approved by
the  stockholders.  If the bylaws establish a variable range for the size of the
board (by  fixing a minimum  and a maximum  number of  directors)  then only the
stockholders  may  change  the range for the size of the board or change  from a
fixed to a  variable-range  size  board  or vice  versa.  Under  Nevada  law,  a
corporation must have at least one director,  and may provide in its articles or
its bylaws for a fixed number of directors  or a variable  number of  directors,
and for the  manner  in which  the  number  of  directors  may be  increased  or
decreased.

         Articles of Incorporation and Bylaws. Our Articles of Incorporation and
the Bylaws each state that there shall be a variable  number of directors with a
minimum of three and a maximum of nine  members  and that  cumulative  voting is
prohibited in the election of directors. Our Bylaws state that directors will be
elected  by the  holders of a majority  of the  shares  entitled  to vote in the
election of directors and shall serve one-year terms.  If a vacancy occurs,  the
directors  then in office are  authorized to fill the vacancy by an  affirmative
vote of a majority of all directors in office.

         Fiduciary  Duties  of  Directors.  Idaho law  requires  a  director  to
discharge his duties (i) in good faith; (ii) with the care an ordinarily prudent
person in a like position would exercise under similar circumstances;  and (iii)
in a  manner  he  reasonably  believes  to be  in  the  best  interests  of  the
corporation. A director is entitled to rely on information, opinions, reports or
statements, including financial statements and other financial data, if prepared
or presented by (a) one or more  officers or employees of the  corporation  whom
the director  reasonably  believes to be reliable  and  competent in the matters
presented; (b) legal counsel, public accountants, or other persons as to matters
the director reasonably believes are within the person's  professional or expert
competence;  or (c) a committee  of the Board of  Directors of which he is not a
member if the director reasonably believes the committee merits confidence.

         Nevada law provides that  directors  and officers  must exercise  their
powers in good faith and with a view to the  interests  of the  corporation.  In
performing  their duties,  they are entitled to rely on  information,  opinions,
reports,  books of account or  statements,  including  financial  statements and
other  financial  data,  that are  prepared  or  presented  by:  (i) one or more
directors,  officers or employees of the corporation  reasonably  believed to be
reliable  and  competent in the matters  prepared or  presented;  (ii)  counsel,
public  accountants,  or other persons as to matters  reasonably  believed to be
within the  preparer's or presenter's  professional  or expert  competence;  or
(iii) a committee  on which the  director or officer  relying  thereon  does not
serve, as to matters within the committee's  designated authority and matters on
which the committee is  reasonably  believed to merit  confidence.  Under Nevada
law,  directors  and officers are presumed to act in good faith,  on an informed
basis and with a view to the interests of the  corporation.  In exercising their
respective powers with a view to the interests of the corporation, directors and
officers may consider the interests of the corporation's  employees,  suppliers,
creditors and customers;  the economy of the state and nation;  the interests of
the community and of society;  and the long-term as well as short-term interests
of the corporation and its  stockholders,  including the possibility  that these
interests may be best served by the continued independence of the corporation.

         Liability of Directors.  Under Idaho law, a  corporation's  articles of
incorporation  may  indemnify  its directors for liability to any person for any
action taken, or any failure to take any action, as a director, except liability
for (i)  receipt of a  financial  benefit to which he is not  entitled,  (ii) an
intentional  infliction of harm on the  corporation or its  stockholders,  (iii)
unlawful  distributions,  and (iv) an  intentional  violation  of criminal  law.
Nevada law is somewhat  broader and permits  the  articles of  incorporation  to
contain a provision  eliminating  or limiting  the  personal  liability  of both
directors and officers to the  corporation or its  stockholders  for damages for
breach  of  fiduciary  duty as a  director  or  officer,  as long as it does not
eliminate liability for acts or omissions which involve intentional  misconduct,
fraud or knowing violation of law; or the payment of unlawful distributions.

         Our  Articles of  Incorporation  provide  that a director  shall not be
personally  liable to us or our  stockholders  for monetary  damages  except for
liability  as  specifically  set forth in state law.  We are  authorized  by our
Articles of Incorporation to indemnify,  agree to indemnify, or obligate ourself
to advance or reimburse expenses incurred by our directors, officers, employees,
or agents to the full extent of the laws of the State of Idaho.

         Call of Special  Meetings.  Idaho law provides that special meetings of
the stockholders may be called by a corporation's  board, by holders of at least
20% of all votes entitled to be cast on a proposed issue, or by any other person
authorized to do so by the  corporation's  articles of  incorporation or bylaws.
Nevada law states that special  meetings may be held within or without Nevada in
a manner  provided by the bylaws of a  corporation  Our Bylaws  provide that our
Board of  Directors,  the Chairman of our Board of  Directors,  our President or
holders  of at least 20% of all the votes  entitled  to be cast on any  proposed
issue may call a special meeting of our stockholders.

         Action  Without  a  Meeting.  Under  Idaho  law,  actions  required  or
permitted to be taken at a stockholders'  meeting may be taken without a meeting
if the action is taken by all the  stockholders  entitled  to vote on the action
and the action is  evidenced  by one or more  written  consents  describing  the
action taken, signed by all the stockholders entitled to vote on the action, and
delivered  to the  corporation  for  inclusion in the minutes or filing with the
corporate records.

         Under  Nevada  law,  unless  otherwise  provided  in  the  articles  of
incorporation  or the bylaws,  any action required or permitted to be taken at a
meeting  of a  corporation's  stockholders  may be taken  without a meeting  if,
before or after the action, a written consent is signed by stockholders  holding
at least a majority of the voting power,  except that if a different  proportion
of voting power is required for such an action at a meeting then that proportion
of written consents is required.

         Our Bylaws currently allow any action within the  stockholders'  powers
to be  taken  without  a  meeting  if  the  action  is  agreed  to by all of the
stockholders  entitled to vote on the action.  As noted in proposal number four,
this provision would be modified to reflect that actions can be taken by written
consent as authorized by state law.

         Amendments  to Charter  Documents.  Under  Idaho law,  amendments  to a
corporation's  articles  of  incorporation  may be  adopted  if (i) the Board of
Directors  recommends  the  amendment  to the  stockholders  (unless  the  board
determines  there is a conflict of interest  and should make no  recommendation)
and  (ii)  the  stockholders  entitled  to vote  on the  amendment  approve  the
amendment  as follows:  (a) a majority  of the votes  entitled to be cast on the
amendment by any voting group with respect to which the  amendment  would create
dissenters'  rights;  and (b) by a majority of all votes entitled to vote on the
matter.  Under  Nevada law, an  amendment  is approved if the Board of Directors
first  adopts a  resolution  setting  forth  the  amendment  and  declaring  its
advisability  and then,  at a meeting  of the  stockholders,  the  holders  of a
majority of the shares of each class or series entitled to vote on the amendment
(or such greater proportion as may be required by the articles of incorporation)
approve the amendment.  If an amendment  would alter or change any preference or
any relative or other right given to any class or series of outstanding  shares,
then the amendment must be approved by the vote, in addition to the  affirmative
vote otherwise required, of the holders of shares representing a majority of the
voting power of each class or series  affected by the  amendment  regardless  of
limitations or restrictions on the voting power of such shares.

         Our Bylaws  currently  provide  that our Articles may be amended if our
Board submits the proposed  amendments  to our  stockholders  for adoption.  Our
stockholders  then adopt the  proposed  amendment  if a majority of the votes in
each voting group entitle to vote on the  amendment  approve it. As noted above,
if the proposal  regarding  the adoption of new  Articles of  Incorporation  and
Bylaws  is  approved,  this  provision  will be  eliminated  in our new  Charter
documents.

         Approval of Asset Sales.  Under Idaho law, a sale,  lease,  exchange or
other  disposition of all or substantially all of the assets of the corporation,
if not  made  in the  ordinary  course  of  business,  has  to be  approved  and
recommended  by the Board of Directors  (unless,  due to a conflict of interest,
the board determines it should make no recommendation), and then approved by the
corporation's stockholders.

         Under Nevada law, a corporation's Board of Directors may sell, lease or
exchange all of its property and assets upon terms and conditions that the Board
of Directors deems expedient and in the best interests of the corporation,  when
and as  authorized  by a  majority  of the  voting  power of each  voting  group
entitled to vote on the  transaction at a  stockholders  meeting called for that
purpose  (or  such  greater  number  as  may be  required  by  the  articles  of
incorporation).

         Our Bylaws  provide  that a sale of assets  other  than in the  regular
course of business must be approved by two-thirds of all shares entitled to vote
on the sale unless applicable law permits a lower percentage for approval of the
sale, in which case the lowest applicable  percentage is applicable.  Both Idaho
and Nevada law require a majority approval of the stockholders. Therefore, under
our Bylaws, a majority is required to approve the sale.

         Rights of Appraisal. Idaho law grants stockholders the right to dissent
from,  and obtain payment of the fair value of his shares in the event of any of
the following  corporate actions:  (i) consummation of a plan of merger to which
the corporation is a party if (a) it is a merger for which stockholder  approval
is  required  pursuant  to  Idaho  law  or the  articles  of  incorporation  the
stockholder  is  entitled  to vote on the merger,  or (b) the  corporation  is a
subsidiary  that is merged with its parent,  (ii) the  consummation of a plan of
share  exchange to which the  corporation  is a party as the  corporation  whose
shares will be  acquired,  if the  stockholder  is entitled to vote on the plan,
(iii)  consummation of a sale of all or substantially  all of the  corporation's
assets  other than in the  ordinary  course of  business if the  stockholder  is
entitled to vote on the transaction  (but not including a sale pursuant to court
order or a sale for cash pursuant to a plan by which all or substantially all of
the net proceeds of the sale will be distributed to the stockholders  within one
year  after  the  date  of the  sale,  (iv)  an  amendment  of the  articles  of
incorporation that materially and adversely affects special enumerated rights of
a  dissenter's  shares,  or  (v)  any  corporate  action  taken  pursuant  to  a
stockholder  vote to the extent the  articles  of  incorporation,  bylaws,  or a
resolution  of the Board of Directors  establishes a right to dissent and obtain
payment for shares.  However,  under Idaho law,  dissenters  are not entitled to
payment for their  shares if the shares are a part of a class or series that are
registered on a national securities exchange,  are listed on the national market
systems of the national  association of securities  dealers automated  quotation
system or are held of record by at least two thousand  (2,000)  stockholders  on
the date fixed to determine  the  stockholders  entitled to vote on the proposed
corporate action.

         Under Nevada law,  stockholders are only entitled to dissent and obtain
payment of the fair value of their shares if there is (i) the  consummation of a
plan of merger to which a Nevada  corporation  is a party if (a) approval by the
stockholders  is  required  for the  merger  under  Nevada  law or  pursuant  to
provisions of the articles of incorporation,  or (b) the Nevada corporation is a
subsidiary  and is merged with its parent,  (ii) the  consummation  of a plan of
exchange  to which a Nevada  corporation  is a party  as the  corporation  whose
subject owner's interests will be acquired,  or (iii) any corporate action that,
pursuant to the articles of incorporation,  bylaws, or a resolution of the Board
of Directors,  allows stockholders to dissent and receive fair payment for their
shares.  Unlike Idaho law, Nevada law does not grant  stockholders  the right to
dissent when voting on the sale of all or substantially all of the corporation's
assets or upon an  amendment to the articles of  incorporation  which  adversely
affects certain rights of stockholders.

         Our Articles of  Incorporation  are silent on the matter of  dissenters
rights and do not grant any additional dissenters rights to our stockholders.

         Indemnification  of  Directors  and  Officers.   Under  Nevada  law,  a
corporation  may indemnify any person who is a party or is threatened to be made
a party to any action,  suit or  proceeding,  except in action by or in right of
the  corporation,  by reason of the fact that the  person is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
enterprise,  against  expenses,  including  attorneys  fees, and amounts paid in
settlement  incurred  by that  person in  connection  with the  action,  suit or
proceeding,  as long as the person  acted in good faith and in a manner in which
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation  (and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful).  A corporation  may also
indemnify a party against  expenses  (including  amounts paid in settlement  and
attorneys  fees)  incurred in  connection  with the defense or  settlement of an
action if that person  acted in good faith and in a manner  which he  reasonably
believed to be in or not opposed to the best interests of the  corporation.  The
corporation  may not indemnify any person where that person has been judged by a
court to be liable to the  corporation  or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought  determines  that the person is entitled to indemnity for those
expenses. To the extent a director,  officer, employee or agent of a corporation
has been  successful  on the  merits or  otherwise  in the  defense  of any such
action, suit or proceeding, the corporation is required to indemnify him against
his expenses in connection with the defense of the action or suit.

         Idaho provides for both  permissible and mandatory  indemnification  of
its  directors.  Permissible  indemnification  is allowed where an individual is
made a party to a  proceeding  because he is a director  and where the  director
conducted  himself  in good  faith and  reasonably  believed  (a) in the case of
conduct in his official  capacity,  that his conduct was in the best interest of
the corporation, and (b) in all cases, that his conduct was at least not opposed
to the best  interests  of the  corporation  and,  in the  case of any  criminal
proceeding, that he has no reasonable cause to believe his conduct was unlawful.
Idaho law also  provides  for  permissible  indemnification  if the director was
engaged in conduct for which broader  indemnification  has been made permissible
or obligatory under a provision of the corporation's  articles of incorporation.
Under Idaho law,  the  corporation  is required to  indemnify a director who was
wholly successful,  on the merits or otherwise, in the defense of any proceeding
to which he was a party  because he was a director  of the  corporation  against
reasonable expenses incurred by him in connection with the proceeding.

         Right of  Inspection.  Under  Idaho law, a  corporation  is required to
maintain  minutes  of all of the  meetings  of its  stockholders  and  Board  of
Directors (or its committees), a record of all actions taken by the stockholders
or Board of Directors  without a meeting.  The  corporation  is also required to
maintain appropriate accounting records,  records of its stockholders (in a form
that permits providing a list of the names and addresses of its stockholders), a
copy of its  articles  and  bylaws,  its  resolutions  adopted  by its  Board of
Directors  relating  to the  creation  of one or more  classes of shares and all
written  communications  to stockholders  generally within the past three years.
Stockholders  are  entitled  to  inspect  and  copy  any  of  those  records.  A
stockholder's  right to make any such  inspection is premised on the stockholder
being a holder of record of the  corporation's  shares  for at least six  months
immediately  preceding the demand or holding at least 5% of all the  outstanding
shares of stock of the corporation. In addition, the demand must be made in good
faith and for a proper purpose,  the  stockholder  must describe with reasonable
particularity the purpose and records that he wants to inspect,  and the records
must be directly  connected with that purpose.  Idaho law also provides that the
right of  inspection  described  above may not be abolished or  eliminated  by a
corporation's articles of incorporation or bylaws.

         Under Nevada law,  stockholders are generally permitted to inspect only
stockholder  records and financial records.  In order to inspect the stockholder
records,  the party needs to be either a stockholder  of record for at least six
months or a person  holding  (or  authorized  by) at least  five  percent of the
corporation's  outstanding shares. The person wishing to inspect the stockholder
records may not inspect  the records if the purpose is not in the  interests  of
the business of the corporation. Persons may inspect the corporation's financial
records  if they are a person  holding  (or  authorized  by) at least 15% of the
corporation's  outstanding  shares,  although there is an exception for publicly
traded  companies and if the financial  statements are supplied to parties under
certain  circumstances.  Inspection may not be made if the purpose is not in the
interest of the business of the corporation.

         Liability of Stockholders. Under both Idaho and Nevada law, a purchaser
of a corporation's shares is not liable to the corporation or its creditors with
respect to the shares, except to pay the consideration for which the shares were
authorized to be issued. Further, unless otherwise provided in the corporation's
articles of  incorporation,  a stockholder  of a corporation  is not  personally
liable  for  the  acts or  debts  of the  corporation,  although  he may  become
personally  liable  by  reason  of his own  acts or  conduct.  Our  Articles  of
Incorporation do not provide for any personal liability for our stockholders for
our acts or debts.

         Stockholder  Preemptive Rights. Both Nevada and Idaho laws provide that
the  stockholders of a corporation do not have a preemptive right to acquire the
corporation's  unissued shares unless that right is stated in the  corporation's
articles of incorporation.  Our Articles of Incorporation do not provide for any
such preemptive right.

         Removal of Directors by Stockholders. Under Idaho law, the stockholders
of a corporation  may remove one or more  directors with or without cause unless
the articles of incorporation provide that the directors may be removed only for
cause.  If a director  is elected by a voting  group of  stockholders,  only the
stockholders of that voting group made to participate in the vote to remove him.
A director may be removed by the  stockholders  only at a meeting called for the
purpose of removing  the  director  and the  meeting  must state that one of the
purposes of the meeting is the removal of the director.

         Under  Nevada law, any director may be removed from office by a vote of
the  stockholders  representing  not less than two-thirds of the voting power of
the issued and  outstanding  stock  entitled to voting power,  except that,  the
corporation's  articles of incorporation may require the concurrence of a larger
percentage of the stock  entitled to voting power in order to remove a director.
If the  holders  of any class or series of shares are  entitled  to elect one or
more directors, unless otherwise provided in the articles of incorporation,  the
removal of any such director  requires only the  proportion of votes,  specified
above,  of the  holders  of that  class  or  series,  and not the  votes  of the
outstanding shares as a whole.

      The affirmative vote of the holders of a majority of the outstanding
 shares of our common stock is required to approve the change in domicile. Our
            Board of Directors recommends a vote FOR this proposal.

--------------------------------------------------------------------------------
                               DISSENTERS' RIGHTS
--------------------------------------------------------------------------------

         The proposals  described in this  Information  Statement do not provide
our  stockholders  the  opportunity  or right to dissent  from the actions to be
taken if any or all of the proposals are approved, or to receive any agreed upon
or judicially determined value for their shares of our capital stock.

--------------------------------------------------------------------------------
                                OTHER INFORMATION
--------------------------------------------------------------------------------

     The following  table sets forth certain  information  regarding  beneficial
ownership of the shares of our common stock by (i) each person known to own more
than 5% of our outstanding  common stock, (ii) each of our directors,  and (iii)
all of our executive  officers and directors as a group.  Except as noted,  each
person has sole voting and sole investment or dispositive  power with respect to
the shares shown. The information  presented is based on 21,949,707  outstanding
shares  of  common  stock.  The  inclusion  of any  shares  of  common  stock as
"beneficially  owned" does not  constitute  an  admission  of actual  beneficial
ownership  (which  is a broad  definition  under the  securities  laws) of those
shares.  Unless otherwise  indicated,  each person is deemed to beneficially own
any shares issuable on exercise of stock options or warrants held by that person
that are currently  exercisable or become  exercisable  within 60 days after the
record date:




                                                                                       Total             Percent of
                                                                                       -----             -----------
Name and Address of                            Number of             Number of         Beneficial        Shares
-------------------                            ----------            ---------         ----------        ------
Beneficial Owner                               Shares Owned          Options           Ownership         Outstanding
----------------                               ------------          ------            ---------         -----------
                                                                                               


Lincoln Properties LTD LC                        7,418,300             - 0 -           7,418,300           33.8%
1380 Devonshire Drive
Salt Lake City, UT  84108

Brighton Opportunity Fund                        6,250,000             - 0 -           6,250,000           28.5%
1801 Century Park East, Suite 1235
Los Angeles, CA  90067

Trevor Crow                                      3,125,000             - 0 -           3,125,000           14.2%
3467 Western Springs Road
Olivenhain, CA  92024

Richard Keys                                     3,125,000             - 0 -           3,125,000           14.2%
1136 Loma Avenue, Suite 203
Coranado, CA  92118

James Anderson
President and Director                             - 0 -               - 0 -             - 0 -             - 0 -
4766 South Holladay Blvd.
Holladay, Utah 84117

All of the directors and executive                 - 0 -               - 0 -             - 0 -             - 0 -
officers as a group (1 person)
-------------------------------------------



--------------------------------------------------------------------------------
                                  OTHER MATTERS
--------------------------------------------------------------------------------

         As of the  date of this  statement,  our  Board of  Directors  does not
intend to present and has not been  informed  that any other  person  intends to
present a matter for action at the meeting other than as set forth herein and in
the Notice of Special  Meeting.  If any other matter  properly  comes before the
meeting,  the  holders of proxies  will vote the shares  represented  by them in
accordance with their best judgment.

         In  addition  to the  solicitation  of proxies by mail,  certain of our
officers  and  employees,  without  extra  compensation,   may  solicit  proxies
personally or by telephone,  telegraph, or cable. We will also request brokerage
houses, nominees, custodians, and fiduciaries to forward soliciting materials to
the beneficial owners of our common stock held of record and will reimburse such
persons for forwarding such material. We will pay the costs of this solicitation
of proxies.

                                      * * *

                                     By Order of the Directors

                                     /s/  James Anderson
                                     ----------------------------------------


                                     Dated:  February 1, 2002