UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





FORM
10-K





[X]
              ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended March 31, 2009[
        ]
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period fromto







Commission
File No. 0-28315





LUMONALL,
INC.


(Name of
Small Business Issuer in its charter)





Nevada
              (State
      or other jurisdiction of incorporation or organization)
            84-1517404
              (I.R.S.
      Employer
      Identification No.)3565
      King Road, Suite 102
              King
      City, Ontario, Canada L7B 1M3
              (Address
      of Principal Executive Offices)
            905-833-9845
              (Issuer’s
      Telephone No., including area code)







Securities
      registered under Section 12(b) of the Exchange Act:
            NoneSecurities
      registered under Section 12(g) of the Exchange Act:
            Common
      Stock, par value $0.001





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes
[   ]No [X]




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes
[   ]No [X]




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes [X] No
[   ]




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.


[X]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer
            [   ]
            Accelerated
      filer
            [   ]Non-accelerated filer
      (Do not check
      if a smaller reporting company)
            [   ]
            Smaller
      reporting company
            [X]




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).


Yes
[   ] No [X]




The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant was approximately $1,909,081 as of September
30, 2008, based on the last sale ($0.02 per share) reported on the OTC Bulletin
Board as of that date. Solely for purposes of this calculation, the term
“affiliate” refers to all directors and executive officers of the registrant and
all stockholders beneficially owning more than 5% of the registrant’s common
stock.




As of June
27, 2009, the number of shares outstanding of the registrant’s Common Stock was
136,659,671 shares.





DOCUMENTS
INCORPORATED BY REFERENCE





The
following document is incorporated by reference into Part III of the Annual
Report on Form 10-K:  None











PART
I





ITEM
1 - DESCRIPTION OF BUSINESS





History





Lumonall,
Inc. ("we, "us," "our," or the "Company") was incorporated in the state of
Colorado on May 1, 1996 as Grand Canyon Ventures Two,
Incorporated.  We changed our name to Azonic Engineering Corporation
("Azonic Colorado") on September 23, 1998.  On November 12, 1999, we
were re-domiciled to the state of Nevada by merging into our wholly owned
subsidiary Azonic Corporation, a Nevada corporation. On July 21, 2005 we changed
our name to Midland International Corporation.  During fiscal 2008, in
order to accurately reflect the nature of the Company’s business, the Company
changed its name from Midland International Corporation to Lumonall, Inc.,
effective August 16, 2007.





Description
of Current Business Plan





Our
present business strategy and direction is to become a global leader in the
development and distribution of photo luminescent (PLM) emergency egress
systems.





Lumonall
is committed to being at the forefront of the development and distribution of
applied photo luminescent technologies. Through a network of scientists,
industrial designers, manufacturing experts and sales professionals, Lumonall
brings to market products that leverage the inherent characteristics of
photoluminescence to enhance safety, reduce energy consumption and improve the
environment.





Improving
emergency egress is currently the primary focus of the Company's efforts,
providing failsafe systems that save lives and prevent injuries by providing
critical illumination along exit pathways. These efforts are timed to coincide
with changes to building codes in various markets that address the need for
improved emergency egress. The systems Lumonall develops not only meet the
standards established in these codes, but offer additional options that further
promote safe egress.





Concurrent
with these efforts, the Company is engaged in the development of numerous
applications of photo luminescent technology for other markets including
transportation industries, residential safety and decorative uses.





Recent
Developments





Change in
Management





On April
1, 2008, Mr. John G. Simmonds resigned as CEO of Lumonall, Inc. and Mr. Michael
Hetherman succeeded him as CEO. Mr. Hetherman served as President and Chief
Operating Officer since May 2007 and has been a member of the Board of Directors
since August 2007.





On March
12, 2009, Mr. Michael Hetherman resigned as Chief Executive Officer and as a
member of the Board of Directors. Mr. Hetherman’s resignation was voluntary and
did not involve a dispute or disagreement with the Company or any of its
officers or directors with respect to the Company’s operations, policies or
practices. At a meeting of the Board of Directors on March 16, 2009, the Board
accepted the resignations of Mr. Michael Hetherman and appointed Mr. John G.
Simmonds, Chairman of the Board of Directors and former CEO as interim
CEO.





Lumonall
Launches New Line of Safety Products





In April
2008, the Company announced that it was launching a state-of-the-art,
U.S.-manufactured non-slip photoluminescent stair nosing for all building
applications. The new line provides critical visibility in stairwells when the
power goes out. These rugged aluminum nosings with no-slip surfaces feature
photoluminescent strips along their full length to clearly demarcate the edge of
each tread, even in total darkness.  Ideal for retrofit or new
construction, these stair nosings have a rating that exceeds New York City
Building Code Reference Standards RS 6-1 and RS 6-1A. They also meet
International Building Code 403.16 Exit Path Markings Section 1027.








2





Lumonall
& Pacific Stair Announce Strategic Partnership





In June
2008, the Company  announced a strategic partnership with Pacific
Stair Corp. The partnership provides for the development and distribution of
innovative seismic compliant steel stair systems incorporating Lumonall
photoluminescent safety technology.





For over
20 years, Pacific Stair Corporation, headquartered in Salem, Oregon, has been
developing stair systems that meet and/or exceed International Building Code
seismic safety standards for prefabricated steel stair assemblies. Pacific Stair
Corporation has worked with architects, contractors and builders to provide
stair systems of exceptional quality, which are also easy to
install.





Lumonall
Canada Royalties





The
Company issued 9,400,000 common shares valued at $136,858 in full repayment of
future royalties owed to Lumonall Canada Inc. In addition, the stock issued was
in repayment of a note payable of $50,000 which was in default and for payment
of an intercompany liability of $86,860 owed by Lumonall Inc., to Lumonall
Canada Inc. Lumonall Canada Inc. is a related party by virtue of common
directors and officers.





Distributors





Lumonall
products are currently sold through distribution agreements covering most
regions of North America.  Distributors include the Willis Group of
Companies in Canada, Designer Building Solutions, Butler-Johnson Corporation and
Hallmark Building Supplies in the United States.





Industry
Overview





Photoluminescent
Products, Safety and Energy Conservation





The
events of September 11, 2001 propelled security to the top of government and
personal agendas across North America.  The ascendance of photoluminescent
materials designed to assist in emergency egress are one response to this
phenomenon.





The use
of photoluminescent (PLM) materials as a means of providing emergency pathway
illumination has evolved substantially over the past 20 years.  A fire
aboard a Baltic ferry boat in 1990 spurred the International Maritime
Organization to mandate pathway markings on all cruise ships and ferries in
1993.  A few years later, passenger aircraft began installing similar PLM
markings that are today virtually universal.  After the World Trade Centre
tragedy of 2001, New York City implemented Local Law 26, mandating use of PLM
markings in the stairwells of most buildings.





In March,
2009 the International Code Council (IBC 2009) published the 2009 International
Building Code, a foundation document used by most jurisdictions in the United
States as a starting point for their own building codes.  IBC 2009 mandates
the use of non-electrically powered emergency egress systems in most new and
existing buildings with occupied floors 75’ above fire emergency vehicle access.





As IBC
2009 addresses existing as well as new construction, the market for PLM
materials is expected to expand.





In
Canada, similar changes to code are expected in 2010.





Competition





Our
primary competition comes from American Permalight, Jalite USA, Brady, Jessup,
and Lunaplast, all of which offer PLM Exit Signs and Safety Way Guidance Systems
in Canada and/or the United States. With the exception of Brady and Jessup, all
of these competitors deal exclusively in PLM products.





Government
Regulations





As
mentioned above, IBC 2009 serves a foundation document to be used by most
jurisdictions in the United States as a starting point for their own building
codes.  IBC 2009 mandates the use of non-electrically powered emergency
egress systems in most new and existing buildings with occupied floors 75’ above
fire emergency vehicle access.





3








The
National Research Council in Canada has published a guide on the use of PLM
egress systems after research revealed the value of PLM in improving safety when
exiting a building.





Employees





As of the
date of this report, we have 4 employees, including our current officers, and
independent contractors. Our operations are non-union and there hasn’t been any
history of labor strikes or unrest at any of our facilities. We believe that our
relationship with our employees is satisfactory and management is confident that
there is ample available labor force in the geographic areas where are
facilities are, and will be located to support expected expansion over the next
12 months.





Risk
Factors





The
future for the PLM industry in North America is bright.  It is on the cusp
of gaining broad acceptance, propelled by IBC 2009 and anticipated code changes
in Canada.  However, as the market grows, so will competition for
business.





While
there are relatively few competitors to date, ours is a highly competitive
industry, based on maintaining standards and keeping ahead of government
regulations and initiatives. Our failure to compete effectively could adversely
affect our market share and results in operations.





There is
also a significant learning curve and a certain level of acceptance of PLM Exit
Signs, not only at all levels of government, but there is also a shift in
thinking for our customers to accept them in place of traditional,
electrically-powered signs. The status quo is difficult to change.





Similarly,
despite increased awareness regarding safety measures in buildings, the
acceptance and subsequent seriousness of installing Safety Way Guidance Systems
to guide people to safety in the event of a blackout, fire or other emergency
situation is not a foregone conclusion.





Due to
the relative early stages of this industry, the authorities that create the
guidelines are not always consistent in their standards.  The costs
involved in getting approvals, the time required in testing and, more
specifically, what they do, and do not accept with regard to PLM Exit Sign
standards, possibly making it an uneven playing field in regards to the
competitive landscape.





In
addition, potential roadblocks could be created by differing interpretations of
building and fire codes in a state or local code.





Currently,
Lumonall has a premium-priced product, reflecting two key factors: the quality
of its products and the structure of its distribution chain.  The challenge
for Lumonall moving ahead will be to provide either or both a lower priced
product line or less costly route to market.    Both of these avenues
are currently under consideration.








ITEM
1A – RISK FACTORS





Not
applicable.








ITEM
1B – UNRESOLVED STAFF COMMENTS





None








ITEM
2 - DESCRIPTION OF PROPERTY





Our
executive offices are located at 3565 King Road, King City, Ontario, Canada L7B
1M3 (tel. 905-833-9845, fax 905-833-9847) at the offices are an officer and
director of the Company. See “Part III, Item 12, Certain Relationships and
Related Transactions.”








4








ITEM
3 - LEGAL PROCEEDINGS





On or
about March 27, 2009, action against the Company was taken by Tom Kotarac a
former employee of the Company for employment related matters. The claim amounts
to approximately $200,000 not including claims for special damages and
interest. The Company has subsequently filed a Statement of Defence and
maintains the claim made against the Company is without merit.  As at
March 31, 2009, the Company has not accrued for the loss.








ITEM
4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





No
matters were submitted to a vote of our stockholders during the fourth quarter
of the fiscal year.





5








PART
II





ITEM
5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





MARKET
INFORMATION





Our
Common Stock currently is listed for trading on the OTC BB under the symbol
"LUNL."  The table below sets forth the reported high and low bid
prices for the periods indicated.  The bid prices shown reflect
quotations between dealers, without adjustment for markups, markdowns or
commissions, and may not represent actual transactions in our common
stock.




2009 FISCAL YEAR (4/1/08 TO
3/31/09):


High
                    
                    Low1st
      Quarter
                    
                    0.045
                    
                    0.0102nd
      Quarter
                    
                    0.045
                    
                    0.0103rd
      Quarter
                    
                    0.030
                    
                    0.00034th
      Quarter
                    
                    0.006
                    
                    0.001








2008 FISCAL YEAR (4/1/07 TO
3/31/08):


High
                  
                  Low1st
      Quarter
                  
                  0.09
                  
                  0.032nd
      Quarter
                  
                  0.18
                  
                  0.053rd
      Quarter
                  
                  0.11
                  
                  0.054th
      Quarter
                  
                  0.08
                  
                  0.04








At June
18, 2009, the closing bid price of our Common Stock was $0.0013 per
share.





There is
currently only a limited public market for our common stock on the OTC Bulletin
Board, and no assurance can be given that such a market will develop or that a
stockholder will ever be able to liquidate his investment without considerable
delay, if at all.  If such a market should develop, the price may be
highly volatile.  Unless and until our common shares are quoted on the
NASDAQ system or listed on a national securities exchange, it is likely that the
common shares will be defined as "penny stocks" under the Exchange Act and SEC
rules thereunder.  The Exchange Act and penny stock rules generally
impose additional sales practice and disclosure requirements upon broker-dealers
who sell penny stocks to persons other than certain "accredited investors"
(generally, institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 jointly with spouse) or in transactions not recommended by the
broker-dealer.





For
transactions covered by the penny stock rules, the broker-dealer must make a
suitability determination for each purchaser and receive the purchaser's written
agreement prior to the sale.  In addition, the broker-dealer must make
certain mandated disclosures in penny stock transactions, including the actual
sale or purchase price and actual bid and offer quotations, the compensation to
be received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the SEC.  So long as Lumonall Inc.
common shares are considered "penny stocks", many brokers will be reluctant or
will refuse to effect transactions in Lumonall’s shares, and many lending
institutions will not permit the use of penny stocks as collateral for any
loans.





(a)         As
of March 31, 2009, there were 127 stockholders of record of our common stock,
and 148 beneficial holders.




(b)         We
did not pay any dividends on our Common Stock during the two years ended March
31, 2009.  Pursuant to the laws of the State of Nevada, a corporation
may not issue a distribution if, after giving its effect, the corporation would
not be able to pay its debts as they became due in the usual course of business,
or such corporation's total assets would be less than the sum of their total
liabilities plus 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 shareholders whose preferential rights are superior to those
receiving the distribution.  As a result, management







6





does not
foresee that we will have the ability to pay a dividend on our Common Stock in
the fiscal year ended March 31, 2010.  See "Part II, Item 7, Financial
Statements."




(c)         There
are currently no securities authorized for issuance under any equity
compensation plans.  However, we may adopt such a plan in the
future.





ITEM
6 – SELECTED FINANCIAL DATA





Not
Applicable








ITEM
7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS/ PLAN OF OPERATION





The
following discussion should be read in conjunction with our audited financial
statements and notes thereto included herein.  In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange
Commission.  Forward-looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results or other developments.  Forward looking statements
are necessarily based upon estimates and assumptions that are inherently subject
to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond our control and many of which, with
respect to future business decisions, are subject to change.  These
uncertainties and contingencies can affect actual results and could cause actual
results to differ materially from those expressed in any forward looking
statements made by, or on our behalf.  We disclaim any obligation to
update forward looking statements.




Overview





Our
present business strategy and direction is to become a global leader in the
development and distribution of photoluminescent (PLM) emergency egress
systems.




Lumonall
is committed to being at the forefront of the development and distribution of
applied photoluminescent technologies. Through a network of scientists,
industrial designers, manufacturing experts and sales professionals, Lumonall
brings to market products that leverage the inherent characteristics of
photoluminescence to enhance safety, reduce energy consumption and improve the
environment.





Improving
emergency egress is currently the primary focus of the company's efforts,
providing failsafe systems that save lives and prevent injuries by providing
critical illumination along exit pathways. These efforts are timed to coincide
with changes to building codes in various markets that address the need for
improved emergency egress. The systems Lumonall develops not only meet the
standards established in these codes, but offer additional options that further
promote safe egress.





Concurrent
with these efforts, the Company is engaged in the development of numerous
applications of photoluminescent technology for other markets including
transportation industries, residential safety and decorative uses.





RESULTS
OF OPERATION





Comparison
of Results of Operations for the Fiscal Years Ended March 31, 2009 and
2008





We
generated $206,145 in revenues from the sale of PLM product in the twelve-month
period ended March 31, 2009, compared to revenues of $99,001 in the same twelve
month period for 2008.  Gross profit on sales during the year was
$73,666 in comparison to $23,917 in the prior year.  Gross profits are
expected to rise as volumes increase.





We
incurred management fees of $369,608 in the twelve-month period ended March 31,
2009, compared to $280,047 in the same period ended March 31, 2008. Management
fees, during the twelve month period ended March 31, 2009 accrued and/or paid
consisted of $216,899 to Mike Hetherman, CEO, $43,540  to Carrie
Weiler, Corporate Secretary, and $43,749 to Gary Hokkanen, CFO. In addition,
$65,420 was paid to Wireless Age Communications,





7





Inc. a
related party due to certain common officers, directors and ownership, for the
services of managerial level accounting and finance personnel.  Year
over year management fees increased $89,561 primarily a result in a change in
management  with a higher negotiated compensation
package.  Management fees during the twelve-month period ended March
31, 2008 were for the services of John Simmonds, our CEO; Carrie Weiler, our
Corporate Secretary; Gary Hokkanen, our CFO; and a related party due to certain
common officers, directors and ownership for the service of managerial level
accounting and finance personnel.





We
incurred office and general expenses of $201,575 in the twelve-month period
ended March 31, 2009, compared to $475,436 in the same period ended March 31,
2008, a decrease of $273,861.  During fiscal 2008 the new PLM business
plan was initiated and required significantly more resources during the
Company’s current state of evolution. In addition, during fiscal 2009 the
Company focused on strict cost control measures to address the global financial
crisis.  Office and general expenses include travel, communications
and other similar costs associated with operating the business in its current
state of evolution. In fiscal 2009, travel and accommodation accounted for
$69,540, advertising and communications $47,756, wages and administrative cost
$45,272, directors fees, $10,000 and general office and miscellaneous expenses
of $29,007. The costs are primarily related to managements strategy to improve
awareness of PLM Exit Signs and Safety Way Guidance Systems in order to develop
and exploit the North American market place. We expect operating costs to
increase as we pursue new business.





We also
incurred professional and consulting fees of $287,226 in the twelve-month period
ended March 31, 2009, compared to $962,692 in the same period ended March 31,
2008 a decrease of $675,466.  Higher costs during fiscal 2008 are a
result of the Company’s initial development of the Company’s business and
strategy. Professional and consulting fees during the current year included
various fees associated with the new business opportunity, including general
management, technical and marketing functions. During the year ended March 31,
2008 services valued at $181,875 were paid with 3,598,271 shares of our common
stock and services valued at $248,100 were paid with the issuance of warrants to
purchase 12,300,000 common shares.





We
incurred interest expense of $38,829 during the year ended March 31, 2009,
compared to $28,724 during the twelve month period ended March 31, 2008.
Gamecorp Ltd. formerly (Eiger Technology, Inc.) a related party (due to common
officers with the Company) agreed to provide up to $600,000 funding for the
development of the Company’s business. The Company is obligated to pay a 5%
commitment fee of the maximum amount funded plus interest at Prime + 3% per
annum.  During the twelve month period ended March 31, 2009, Newlook
Industries Corp., a related party (due to common officers and directors), agreed
to further fund the development of the Company’s business and assumed the
outstanding related party liability to Gamecorp Ltd. as settlement of amounts
owed to Newlook from Gamecorp.  For the period ended March 31, 2009
the Company recorded an interest expense of $38,829 in relation to the funding
provided by Newlook.





We
recorded a foreign currency gain of $129,602 for the year ended March 31, 2009
in comparison to a gain of $12,640 for the comparative period ended March 31,
2008.  A substantial portion of the Company’s liabilities and expenses
are recorded in Canadian Dollars.  For the twelve month period ended
March 31, 2009, the U.S. Dollar appreciated significantly in value to the
Canadian Dollar which led to the foreign exchange gain.





In fiscal
2008, the Company’s plan to assist Gamecorp in restructuring Prolink North
America Inc. was abandoned and the amount of $166,103 advanced was determined to
be uncollectable. The company recorded a loss on write down on due from related
party for fiscal year 2008.





Pursuant
to management’s initiatives and strategic partnerships the Company was able to
procure photo luminescent signs and safety way guidance systems at a lower cost
and more efficient route to market. Management believed the carrying value of
its licensing, manufacturing rights and investment as at March 31, 2008, was
impaired and the related amount was written down to $nil. The Company wrote off
its investment in Prolink Property Rights AS. of $100,000 and a $100,000
impairment loss on intangible asset (licensing rights) was recorded during the
fiscal year ended 2008.





As a
result, we incurred a net loss of ($693,970) during the twelve month period
ended March 31, 2009, (approximately $0.006 per share) compared to a net loss of
($2,076,445) in the same period ended March 31, 2008(approximately
$0.02 per share)





Management
expects the operating losses to continue until breakeven operations are achieved
under the PLM business plan. Additional financing will be required in order to
offset pre-breakeven operating losses.








8





LIQUIDITY
AND CAPITAL RESOURCES





Our total
assets increased from $37,178 at March 31, 2008 to $129,448 at March 31,
2009.  The increase is primarily the result of a $123,441 increase in
inventory.





Our total
liabilities increased from $1,063,402 at March 31, 2008 to $1,308,409 at March
31, 2009, an increase of $245,007.  Accounts payable increased to
$377,863 from $273,919, an increase of $103,944, amounts of which are primarily
due to costs incurred for professional and consulting services and inventory
used to implement the Company’s new business strategy. Due to related parties
balances increased from $418,994 at March 31, 2008 to $809,179 at March 31,
2009. Due to related party amounts do not have specific repayment terms and it
is expected that these amounts will be repaid as the financial position of the
Company improves. Distributor deposits for the future purchase of photo
luminescent products decreased from $221,131 in the prior year to $121,367 for
the year ended March 31, 2009.





During
the twelve months ended March 31, 2008, the Company agreed to issue 9,400,000
common shares valued at $136,858 in full repayment of future royalties owed to
Lumonall Canada Inc. In addition, the stock issued was in repayment of a note
payable of $50,000 which was in default and for payment of an intercompany
liability of $86,860 owed by Lumonall Inc., to Lumonall Canada
Inc.  Lumonall Canada Inc. is a related party by virtue of common
directors and officers. As of March 31, 2008, the shares had not yet been issued
and the Company recorded a $136,858 un-issued share liability representing the
fair value of the un-issued shares. During fiscal 2009 all shares were
issued.





During
the twelve months ended March 31, 2008, the Company agreed to issue 1,000,000
shares of its common stock in relation to the termination of a consulting
agreement. As of March 31, 2008, 250,000 shares had not been issued and the
Company recorded a $12,500 un-issued share liability representing the fair value
of the un-issued shares.  All shares were issued in fiscal
2009.





The
stockholders’ deficiency increased from ($1,026,224) at March 31, 2008 to
($1,178,961) at March 31, 2009.  The increase is attributable to our
loss of $ 693,970 for the year offset by common stock issuance. (See Statement
of Stockholders’ Deficiency contained in the financial statements).





At March
31, 2009, we had a working capital deficit of $ 1,178,961.  We had
cash balances of $201 at March 31, 2009 and we are largely reliant upon our
ability to arrange equity private placements or alternatively advances from
related parties to pay expenses as incurred.  In addition to normal
accounts payable of $377,863 we also owe related parties $809,179 without
specific repayment terms and $121,367 in distributor deposits. Our only source
for capital could be loans or private placements of common stock.





In fiscal
2009 the Company issued:





·
              1,243,746
      common shares valued at $34,375 for consulting
  services;


· 1,400,000
common shares valued at $70,000 pursuant to a private
placement;


· 9,400,000
common shares valued at $136,858 pursuant to a settlement with related
parties.





During
the fiscal year ended March 31, 2009 we; 1) used $754,319 in cash in operating
activities arising primarily from operating losses, 2) generated $745,185 in
cash from financing activities. Financing activities included cash proceeds of
$70,000 from private placements of common stock, cash proceeds of $135,000 for
common stock subscribed and $540,185 funded from related parties.





Our
current cash resources are insufficient to support the business over the next 12
months and we are unable to continue toward attaining break even operations
without additional funding.  The inability to obtain sufficient funds
from external sources when needed will have a material adverse affect on our
results of operations and financial condition.




We cannot
predict to what extent our current lack of liquidity and capital resources will
impair our new business operations. However management does believe we will
incur further operating losses. There is no assurance that we can continue as a
going concern without incremental funding. Management has taken steps to begin
sourcing the necessary funding to begin to execute the business
plan.








9





It will
require additional financing to cover legal, accounting, transfer, consulting,
management fees and the miscellaneous costs of being a reporting company in the
next fiscal year. We do not intend to pursue or fund any research or development
activities during the coming year. We do not intend to add any additional
part-time or full-time employees until our activities can support it. Our
business plan calls for us to not make any large capital expenditures in the
coming year.





Going
concern qualification:  We have incurred significant losses from
operations for the year ended March 31, 2009, and such losses are expected to
continue.  In addition, we have a working capital deficit of
$1,178,961 and an accumulated deficit of $4,558,040.  The foregoing
raises substantial doubt about the Company's ability to continue as a going
concern.  Management's plans include seeking additional capital and/or
debt financing.  There is no guarantee that additional capital and/or
debt financing will be available when and to the extent required, or that if
available, it will be on terms acceptable to us.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





CRITICAL
ACCOUNTING POLICIES AND ESTIMATES





The
discussion and analysis of results of operations and financial condition are
based upon the financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP).
The preparation of these financial statements requires management to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. Management evaluates the estimates on an on-going basis, including
those related to bad debts, inventories, investments, customer accounts,
intangible assets, income taxes, and contingencies and litigation. Management
bases its estimates on historical experience and on various other assumptions
that they believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. Note 2 of
the “Notes to Financial Statements” includes a summary of the significant
accounting policies and methods used in the preparation of the financial
statements. The following is a brief description of the more significant
accounting policies and methods the Company uses.





Fair Value of Financial
Instruments




The
carrying value of accounts receivable, accounts payable and accrued liabilities,
due to related parties, and customer deposits approximates fair value because of
the short maturity of these instruments. Unless otherwise noted, it is
management’s opinion that the Company is not exposed to significant interest,
currency or credit risk arising from these financial instruments.





Inflation





Although
our operations are influenced by general economic conditions, we do not believe
that inflation had a material affect on our results of operations during our
fiscal year ended March 31, 2009.




Recent
Pronouncements





In
February 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standard (“SFAS”) No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an amendment of
FASB Statement No. 115”.  SFAS 159 permits entities to choose to
measure many financial instruments and certain other items at fair value at
specified election dates.  SFAS 159 is effective as of the beginning
of an entity’s first fiscal year that begins after November 15,
2007.  As such, the Company was required to adopt these provisions at
the beginning of the fiscal year ended March 31, 2009.  The Company
has reviewed the impact of SFAS 159 on its financial statements and there are no
material effects.





In May
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (“SFAS”) No. 162, "The Hierarchy of Generally Accepted
Accounting Principles”.  SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States.  SFAS 162 is effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity
With Generally Accepted Accounting Principles. The Company is currently
evaluating the impact of SFAS 162 on its financial statements but does not
expect it to have a material effect.





10





In May
2009, the FASB issued SFAS No. 165, “Subsequent
Events.”  SFAS 165 establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be
issued,  including the period after the balance sheet date during
which management of a reporting entity should evaluate events or transactions
that may occur for potential recognition or disclosure in the financial
statements, the circumstances under which an entity should recognize events or
transactions occurring after the balance sheet date and the disclosure that an
entity should make about events or transactions that occurred after the balance
sheet date.   An entity should apply the requirements in SFAS 165
to interim and annual financial periods ending after June 15,
2009.  Accordingly, the Company will apply these requirements to its
future financial statements.








ITEM
7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





None








11








ITEM
8 - FINANCIAL STATEMENTS



























































LUMONALL,
INC.





FINANCIAL
STATEMENTS





March 31,
2009 and 2008





(Stated in US
Dollars)

















REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 
 To the
Board of Directors and
 Stockholders
of Lumonall, Inc.
 
 
 
 We have audited the accompanying
balance sheets of Lumonall, Inc. as of March 31, 2009 and 2008, and the related
statements of operations, changes in stockholders’ deficiency, and cash flows
for each of the years in the two-year period ended March 31, 2009. Lumonall,
Inc.’s management is responsible for these financial statements. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our opinion, the financial
statements referred to above present fairly, in all material respects, the
financial position of Lumonall, Inc. as of March 31, 2009 and 2008, and the
results of its operations and its cash flows for each of the years in the
two-year period ended March 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.
 
 The accompanying financial statements
have been prepared assuming that the Company will continue as a going
concern.  As discussed in Note 1 to the financial statements, the
Company's significant operating losses raise substantial doubt about its ability
to continue as a going concern.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
 
 
 /s/
Rotenberg & Co., LLP
 
 
 Rotenberg
& Co., llp
 Rochester,
New York
 June
29, 2009


F1





LUMONALL,
INC.


BALANCE
SHEETS


(Stated in US
dollars)











March
      31,2009
                      
                      
                      March
      31, 2008ASSETSCurrent
      assetsCash
                      
                      $
                      201
                      
                      
                      $
                      9,335Accounts
      receivable, net
                      
                      
                      4,868
                      
                      
                      
                      27,843Prepaid
      expenses
                      
                      
                      938
                      
                      
                      
                      -Inventory
                      
                      
                      123,441
                      
                      
                      
                      -Total
      current assets
                      
                      
                      129,448
                      
                      
                      
                      37,178Total
      assets
                      
                      $
                      129,448
                      
                      
                      $
                      37,178





LIABILITIES


Current
      liabilitiesAccounts
      payable and accrued liabilities
                      
                      
                      377,863
                      
                      
                      
                      273,919Due
      to related parties (Note 3)
                      
                      
                      809,179
                      
                      
                      
                      418,994Deposits
      (Note 4)
                      
                      
                      121,367
                      
                      
                      
                      221,131Unissued
      share liability (Note 7)
                      
                      
                      -
                      
                      
                      
                      149,358Total
      current liabilities
                      
                      $
                      1,308,409
                      
                      
                      $
                      1,063,402





STOCKHOLDERS’
DEFICIENCY


Preferred
      stock, $0.001 par value; 5,000,000shares
      authorized, no shares issued and outstanding
                  
                  
                  -
                  
                  
                  
                  -Common
      stock, $.001 par value; 200,000,000 sharesauthorized,
      126,659,671 shares issued and outstanding (March 31, 2008: 114,615,925)
      (Note 8)
                  
                  
                  126,660
                  
                  
                  
                  114,616Common
      stock units subscribed (Note 8 )
                  
                  
                  300,000
                  
                  
                  
                  -Additional
      paid-in capital
                  
                  
                  2,952,419
                  
                  
                  
                  2,723,230Accumulated
      deficit
                  
                  
                  (4,558,040
                  )
                  
                  
                  (3,864,070
                  )Total
      stockholders’ deficiency
                  
                  
                  (1,178,961
                  )
                  
                  
                  (1,026,224
                  )Total
      liabilities and stockholders’ deficiency
                  
                  $
                  129,448
                  
                  
                  $
                  37,178




















The
accompanying notes are an integral part of these financial
statements





F2





LUMONALL,
INC.


STATEMENT
OF OPERATIONS


For the
years ended March 31, 2009 and 2008


(Stated in US
Dollars)








Year
      Ended March 31, 2009
                      
                      
                      Year
      Ended March 31, 2008Revenues
                      
                      $
                      206,145
                      
                      
                      $
                      99,001Cost
      of sales
                      
                      
                      132,479
                      
                      
                      
                      75,084Gross
      profit
                      
                      
                      73,666
                      
                      
                      
                      23,917Selling
      and administrative costsManagement
      fees
                      
                      
                      369,608
                      
                      
                      
                      280,047Office
      and general
                      
                      
                      201,575
                      
                      
                      
                      475,436Professional
      and consulting fees
                      
                      
                      287,226
                      
                      
                      
                      962,692Total
      costs and expenses
                      
                      
                      858,409
                      
                      
                      
                      1,718,175Net
      loss from operations
                      
                      
                      (784,743
                      )
                      
                      
                      (1,694,258
                      )Other
      expenses (gains):Interest
                      
                      
                      38,829
                      
                      
                      
                      28,724Foreign
      exchange gain
                      
                      
                      (129,602
                      )
                      
                      
                      (12,640
                      )Loss
      on write down of due from related party (Note 6)
                      
                      
                      -
                      
                      
                      
                      166,103Loss
      on investment (Note 5)
                      
                      
                      -
                      
                      
                      
                      100,000Impairment
      of intangible asset (Note 6)
                      
                      
                      -
                      
                      
                      
                      100,000Net
      loss before income taxes
                      
                      
                      (693,970
                      )
                      
                      
                      (2,076,445
                      )Provision
      for income taxes (Note 9)
                      
                      
                      -
                      
                      
                      
                      -Net
      loss
                      
                      $
                      (693,970
                      )
                      
                      $
                      (2,076,445
                      )Loss
      per share of common stock – Basic and Diluted
                      
                      $
                      (0.006
                      )
                      
                      $
                      (0.020
                      )Weighted
      average number of commonshares
      outstanding – Basic and Diluted
                      
                      
                      125,113,895
                      
                      
                      
                      101,991,264














The
accompanying notes are an integral part of these financial
statements





F3










LUMONALL,
INC.


Statement
of Changes in Stockholders’ Deficiency


For the
year ended March 31, 2009 and 2008














Common StockShares
                    
                    
                    Par
      Value Amount
                    
                    
                    Additional
      Paid – In Capital
                    
                    
                    Common
      Stock Subscribed
                    
                    
                    Accumulated
      Income (Deficit)
                    
                    
                    TotalBalance,
      March 31, 2007
                    
                    
                    85,867,654
                    
                    
                    $
                    85,868
                    
                    
                    $
                    1,321,153
                    
                    
                    $
                    -
                    
                    
                    $
                    (1,787,625
                    )
                    
                    $
                    (380,604
                    )Issuance
      of common stock pursuant to private placement
                    
                    
                    17,900,000
                    
                    
                    
                    17,900
                    
                    
                    
                    877,100
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    895,000Issuance
      of common stock for consulting services
                    
                    
                    3,598,271
                    
                    
                    
                    3,598
                    
                    
                    
                    178,277
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    181,875Issuance
      of common stock pursuant to debt forgiveness
                    
                    
                    7,250,000
                    
                    
                    
                    7,250
                    
                    
                    
                    98,600
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    105,850Issuance
      of common stock purchase warrants for consulting services
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    248,100
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    248,100Net
      loss for period ended March 31, 2008
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (2,076,445
                    )
                    
                    
                    (2,076,445
                    )Balance,
      March 31, 2008
                    
                    
                    114,615,925
                    
                    
                    $
                    114,616
                    
                    
                    $
                    2,723,230
                    
                    
                    $
                    -
                    
                    
                    $
                    (3,864,070
                    )
                    
                    $
                    (1,026,224
                    )Issuance
      of common stock for consulting services
                    
                    
                    1,243,746
                    
                    
                    
                    1,244
                    
                    
                    
                    33,131
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    34,375Issuance
      of common stock pursuant to settlement with related party
                    
                    
                    9,400,000
                    
                    
                    
                    9,400
                    
                    
                    
                    127,458
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    136,858Issuance
      of common stock pursuant to private placement
                    
                    
                    1,400,000
                    
                    
                    
                    1,400
                    
                    
                    
                    68,600
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    70,000Common
      stock units issuable pursuant to private placement
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    300,000
                    
                    
                    
                    -
                    
                    
                    
                    300,000Net
      loss for period ended March 31, 2009
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (693,970
                    )
                    
                    
                    (693,970
                    )Balance,
      March 31, 2009
                    
                    
                    126,659,671
                    
                    
                    $
                    126,660
                    
                    
                    $
                    2,952,419
                    
                    
                    $
                    300,000
                    
                    
                    $
                    (4,558,040
                    )
                    
                    $
                    (1,178,961
                    )














The
accompanying notes are an integral part of these financial
statements





F4





LUMONALL,
INC.


STATEMENTS
OF CASH FLOW


For the
years ended March 31, 2009 and 2008


(Stated in US
Dollars)





For
      the year ended
                      March
      31, 2009
                    
                    
                    For
      the
                      year
      ended
                      March
      31, 2008Operating
      activitiesNet
      Loss
                    
                    $
                    (693,970
                    )
                    
                    $
                    (2,076,445
                    )Adjustments
      to reconcile net loss to net
                      cash(used)
      by operating activities:Impairment
      of intangible asset
                    
                    
                    -
                    
                    
                    
                    100,000Loss
      on  investment
                    
                    
                    -
                    
                    
                    
                    100,000Issuance
      of common stock for services
                    
                    
                    34,375
                    
                    
                    
                    181,875Issuance
      of common stock  purchase
                      warrants
      for services
                    
                    
                    -
                    
                    
                    
                    248,100Loss
      on write down of due from related parties
                    
                    
                    -
                    
                    
                    
                    166,103Changes
      in operating assets and liabilities:Decrease
      (increase) in accounts receivable
                    
                    
                    22,975
                    
                    
                    
                    (27,843
                    )Increase
      (decrease) in accounts payable and accrued liabilities
                    
                    
                    106,444
                    
                    
                    
                    128,582Inventory
                    
                    
                    (123,441
                    )
                    
                    
                    -Prepaid
      expenses
                    
                    
                    (938
                    )
                    
                    
                    -Decrease
      (increase) in deposits
                    
                    
                    (99,764
                    )
                    
                    
                    221,131Net
      cash (used in) operating activities
                    
                    
                    (754,319
                    )
                    
                    
                    (958,497
                    )Investing
      activitiesNet
      cash provided by investing activities
                    
                    
                    -
                    
                    
                    
                    -Financing
      activitiesNote
      payable
                    
                    
                    -
                    
                    
                    
                    (50,000
                    )Common
      stock units subscribed
                    
                    
                    135,000
                    
                    
                    
                    -Proceeds
      from private placements
                    
                    
                    70,000
                    
                    
                    
                    895,000Increase
      in due to related parties
                    
                    
                    540,185
                    
                    
                    
                    121,765Net
      cash provided by financing activities
                    
                    
                    745,185
                    
                    
                    
                    966,765Increase
      (decrease) in cash and cash equivalents
                    
                    
                    (9,134
                    )
                    
                    
                    8,268Cash
      and cash equivalents, beginning of year
                    
                    
                    9,335
                    
                    
                    
                    1,067Cash
      and cash equivalents, end of year
                    
                    $
                    201
                    
                    
                    $
                    9,335





Non cash
activities:


During
the year ended March 31, 2009:


1.
            The
      Company issued 1,243,746 common shares valued at $34,375 for consulting
      services.


2.
            The
      Company issued 9,400,000 common shares valued at $136,858 in settlement of
      an unissued share liability.


3.
            500,000
      common share units subscribed, valued at $15,000 were for accounts payable
      of previous consulting services
provided.


4.
            5,000,000
      common shares units, valued at $150,000 were provided as payment of
      previously provided related party
services.





During
the year ended March 31, 2008 the Company:


1.
            Issued
      7,250,000 common shares valued at $105,850 pursuant to debt
      forgiveness.


2.
            Issued
      3,598,271 common shares valued at $181,875 for consulting
      services.


3.
            Issued
      12,300,000 common stock purchase warrants valued at $248,100 for
      consulting services.





The
accompanying notes are an integral part of these financial
statements





F5
 LUMONALL,
INC.
 Notes To
The Financial Statements
 March 31,
2009 and 2008
 (Stated
in US Dollars)





Note 1 – Description of
Business and Basis of Presentation





Going
concern basis of presentation





The
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the liquidation of liabilities in the
ordinary course of business.  As shown in the accompanying financial
statements, the Company has a working capital deficit of $1,178,961 and an
accumulated deficit of $4,558,040 at March 31, 2009.  As a result,
substantial doubt exists about the Company’s ability to continue to fund future
operations using its existing resources.





For the
year ended March 31, 2009, the Company’s operations were partially funded by
related parties and partially through the issuance of equity private
placements.  In order to ensure the success of the new business, the
Company will have to raise additional financing to satisfy existing liabilities
and to provide the necessary funding for future operations.





The
Company heavily relies upon loans from related parties, specifically Newlook
Industries Ltd. (“Newlook”), to further provide capital contributions. During
the year ended March 31, 2009 the Company was indebted to Newlook in the amount
of $565,503





Newlook
is an investment and merchant banking enterprise focused on the development of
its technology investments. Newlook’s investments have suffered due to
unforeseen events and the global financial crisis. Newlook may not be able to
provide additional capital over the next year to the Company in order to satisfy
existing liabilities and make further capital contributions. Failure to obtain
such capital could adversely impact the Company’s operations





Description
of business





We were
originally incorporated in the State of Colorado on May 1, 1996 as Grand Canyon
Ventures Two, Incorporated. The Company changed its name to Azonic Engineering
Corporation on September 23, 1998. On November 12, 1999 is was re-domiciled to
the State of Nevada by merging into its wholly owned subsidiary Azonic
Corporation, a Nevada corporation. On July 21, 2005 the Azonic Corporation
changed its name to Midland International Corporation (referred to herein as
“Midland,” the “Company,” Registrant” and “Issuer”).





In
February 2007, the Company adopted a new business plan to become a global
supplier of innovative photo luminescent (PLM) products, with a concentration on
Exit Signs and Safety Way Guidance Systems (SWGS).  In order to
accurately reflect the nature of the Company’s business, the Company changed its
name from Midland International Corporation to Lumonall,
Inc.  effective August 16, 2007.




Our
present business strategy and direction is to become a global leader in the
development and distribution of photoluminescent (PLM) emergency egress
systems.





Lumonall
is committed to being at the forefront of the development and distribution of
applied photo luminescent technologies. Through a network of scientists,
industrial designers, manufacturing experts and sales professionals, Lumonall
brings to market products that leverage the inherent characteristics of
photoluminescence to enhance safety, reduce energy consumption and improve the
environment.





Improving
emergency egress is currently the primary focus of the Company's efforts,
providing failsafe systems that save lives and prevent injuries by providing
critical illumination along exit pathways. These efforts are timed to coincide
with changes to building codes in various markets that address the need for
improved emergency egress. The systems Lumonall develops not only meet the
standards established in these codes, but offer additional options that further
promote safe egress.





Concurrent
with these efforts, the Company is engaged in the development of numerous
applications of photo luminescent technology for other markets including
transportation industries, residential safety and decorative uses.








F6
 LUMONALL,
INC.
 Notes To
The Financial Statements
 March 31,
2009 and 2008
 (Stated
in US Dollars)








Note 2 – Summary of
Significant Accounting Policies





The
financial statements have been prepared in accordance with generally accepted
accounting principles in the United States.





The
financial statements have, in management’s opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:





Use
of estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.





Revenue
Recognition





The
Company recognizes revenue upon transfer of title at the time of shipment (F.O.B
shipping point), when all significant contractual obligations have been
satisfied, the price is fixed or determinable, and collectability is reasonably
assured.





Inventory





Photo
luminescent inventory is recorded at lower of cost or market.





Research
and development





The
Company did not engage in any material research and development activities
during the past two years.





Shipping and Handling
Costs





Amounts
charged to customers and costs incurred by the Company related to shipping and
handling are included in office and general expenses.





Accounts Receivable and Allowance for
Doubtful Accounts




Accounts
receivable are recorded at the invoiced amount and do not bear interest. The
collectability of outstanding client invoices is continually assessed. The
Company maintains an allowance for estimated losses resulting from the inability
of clients to make required payments. In estimating the allowance, the Company
considers factors such as historical collections, a client’s current
creditworthiness, age of the receivable balance both individually and in the
aggregate and general economic conditions that may affect a client’s ability to
pay.





Fair
value of financial instruments





The
carrying value of accounts receivable, accounts payable and accrued liabilities
approximates fair value because of the short maturity of these instruments. The
carrying value of notes payable and due to related parties also approximates
fair value. Unless otherwise noted, it is management’s opinion that the Company
is not exposed to significant interest, currency or credit risk arising from
these financial instruments.





Income
taxes





The
Company provides for income taxes using the asset and liability method as
prescribed by Statement of Financial Accounting Standards ("SFAS") No. 109,
“Accounting for Income
Taxes”. Under the asset and liability method,


deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amount of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Additionally, a valuation allowance is established when
necessary to reduce deferred income tax assets to the amounts expected to be
realized. Under SFAS 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.





F7


Earnings
and loss per common share





The
Company reports loss per share in accordance with SFAS No. 128, “Earnings Per
Share”.  Basic loss per share is computed using the weighted
average number of shares outstanding during the year.  Diluted
earnings per share includes the potentially dilutive effect of outstanding
common stock options and warrants, which are convertible to common shares.
Diluted loss per share is not presented as results would be
“anti-dilutive”.





Valuation
of Warrants





The
Company estimates that value of common share purchase warrants issued using the
Black-Scholes pricing model.





Recent
Pronouncements





In
February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115”.  SFAS 159 permits entities to choose to
measure many financial instruments and certain other items at fair value at
specified election dates.  SFAS 159 is effective as of the beginning
of an entity’s first fiscal year that begins after November 15,
2007.  As such, the Company was required to adopt these provisions at
the beginning of the fiscal year ended March 31, 2009.  The Company
has reviewed the impact of SFAS 159 on its financial statements and there are no
material effects.





In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles”.  SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States.  SFAS 162 is effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted
Accounting Principles. The Company is currently evaluating the impact of SFAS
162 on its financial statements but does not expect it to have a material
effect.





In May
2009, the FASB issued SFAS No. 165, “Subsequent
Events.”  SFAS 165 establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be
issued,  including the period after the balance sheet date during
which management of a reporting entity should evaluate events or transactions
that may occur for potential recognition or disclosure in the financial
statements, the circumstances under which an entity should recognize events or
transactions occurring after the balance sheet date and the disclosure that an
entity should make about events or transactions that occurred after the balance
sheet date.   An entity should apply the requirements in SFAS 165
to interim and annual financial periods ending after June 15,
2009.  Accordingly, the Company will apply these requirements to its
future financial statements.








Reclassification
of Prior Year Statement of Operations





For the
year ended March 31, 2008,  the Company has reclassified foreign
exchange gain from selling and administrative costs to other expenses (gains),
to facilitate a year over year comparison with twelve month period ended March
31, 2009.








F8
 LUMONALL,
INC.
 Notes To
The Financial Statements
 March 31,
2009 and 2008
 (Stated
in US Dollars)





Note 3 – Related Party
Transactions





At March
31, 2009, amounts due to related parties amounted to
$809,179.  Related parties of the Company include entities under
common management and Officers and Directors of the Company.





Gamecorp
Ltd. (formerly Eiger Technology, Inc.) a related party (due to common officers
with the Company) agreed to provide up to $600,000 funding for the development
of the Company’s business. The Company is obligated to pay a 5% commitment fee
of the maximum amount funded plus interest at Prime + 3% per annum.  During
the twelve month period ended March 31, 2009, Newlook Industries Corp., a
related party (due to common officers with the Company) agreed to further fund
the development of the Company’s business and assumed the outstanding related
party liability to Gamecorp Ltd. as settlement of amounts owed to Newlook from
Gamecorp Ltd. During the twelve month period ended March 31, 2009, the Company
incurred $38,829 in interest expense.





The
Company was obligated to pay $6,000 per month through December 2008 for
financial and administrative services to Wireless Age Communications Inc.
(“Wireless Age”).




At March
31, 2009 and 2008, the amounts due to related parties were:




2009
              
              
              2008Newlook
      Industries Corp.
              
              $
              565,503
              
              
              $
              -Gamecorp
      Ltd.
              
              
              
              
              
              
              400,253Wireless
      Age Communications, Inc.
              
              
              35,830
              
              
              
              18,741Directors
      and/or Officers of the Company
              
              
              207,846
              
              
              
              -$
              809,179
              
              
              $
              418,994








Note 4 –
Deposits





The
Company has entered into strategic partnerships for the distribution of PLM
products across the North American market place.  Deposits have been
made by certain distribution partners for future purchase of PLM products.
Deposits held by the Company totaled $121,367 at March 31, 2009 and $221,131 at
March 31, 2008.








Note 5 –
Investments





Pursuant
to an agreement entered into on February 13, 2007, the Company issued 20,000,000
shares of its common stock valued at $100,000 to acquire a 30% interest in
PPRAS, a newly formed private entity based in Norway. PPRAS holds the
intellectual property rights for PLM pigments and production of foil used in the
manufacturing of photo luminous materials (“PLM”).





The
Company had significant influence over the business affairs of PPRAS and
accordingly accounted for the investment using the equity method.





Pursuant
to management’s initiatives and strategic partnerships, the Company began to
procure photo luminescent signs and safety way guidance systems at a lower cost
and more efficient route to market. Management determined the carrying value of
its investment in PPRAS as at March 31, 2008, was impaired and the related
amount was written off.








Note 6 – Licensing and
Manufacturing Rights





Pursuant
to an agreement entered into on February 6, 2007, the Company acquired the USA
licensing, North American manufacturing and Canadian non-government distribution
rights of PLM from a related party known as Lumonall Canada Inc. Lumonall Canada
is considered a related party by virtue of certain common officers and
directors.





F9
 LUMONALL,
INC.
 Notes To
The Financial Statements
 March 31,
2009 and 2008
 (Stated
in US Dollars)





Lumonall
Canada obtained the North American PLM rights from PPRAS. The PLM rights are
indefinite lived assets and were valued initially at $100,000.





Under the
terms of the acquisition the Company agreed to pay the following royalties to
Prolink North America:





1.
            A
      sign royalty of approximately $1.73 (CAD$2.00) per sign, capped at
      approximately $866,101 (CAD$1,000,000),2.
            Non-sign
      1% royalty on net sales from all other photo luminous
      products,





The
Company also became obligated to provide a secured non-interest bearing demand
loan to Prolink North America Inc. to pay certain historic amounts owed by
Prolink North America Inc to Prolink International AS. Through March 31, 2008,
the Company had advanced $166,103 under this requirement.  During
fiscal 2008, the Company’s plan to restructure Prolink North America Inc. was
abandoned and the amount advanced was determined to be
uncollectable.





The
Company agreed to pay the following further royalty to Lumonall Canada
Inc:





1.
            A
      further royalty of $500,000 from future profits, payable as 15% of
      earnings before interest taxes depreciation and amortization (“EBITDA”)
      quarterly in arrears.





The
Company subsequently agreed to issue shares of its common stock to settle
royalties owed to Lumonall Canada Inc. (Note 7)





Pursuant
to managements initiatives and strategic partnerships, the Company began to
procure photo luminescent signs and safety way guidance systems at a lower cost
and more efficient route to market. Management determined the carrying value of
its licensing and manufacturing rights as at March 31, 2008, was impaired and
the related amount was written down from $100,000 to $nil.







Note 7 – Unissued Share
Liability.





During
the twelve months ended March 31, 2008, the Company agreed to issue 9,400,000
common shares valued at $136,858 in full repayment of future royalties owed to
Lumonall Canada Inc. In addition, the stock issued was in repayment of a note
payable of $50,000 which was in default and for payment of an intercompany
liability of $86,860 owed by Lumonall Inc., to Lumonall Canada
Inc.  Lumonall Canada Inc. is a related party by virtue of common
directors and officers. As of March 31, 2008, the shares had not yet been issued
and the Company has recorded a $136,858 un-issued share liability representing
the fair value of the un-issued shares.





During
the twelve months ended March 31, 2008, the Company agreed to issue 1,000,000
shares of its common stock in relation to the termination of a consulting
agreement. As of March 31, 2008, 250,000 shares had not been issued and the
Company recorded a $12,500 un-issued share liability representing the fair value
of the un-issued shares.





As at
March 31, 2009 all shares have been issued.








Note 8 – Shareholders’
Equity





Preferred
stock





No shares
of the Company's preferred stock have been issued as of March 31,
2009.  Dividends, voting rights and other terms, rights and
preferences have not been designated. The Company's board of directors may
establish these provisions at a date in the future.








F10
 LUMONALL,
INC.
 Notes To
The Financial Statements
 March 31,
2009 and 2008
 (Stated
in US Dollars)





Common
stock





The
Company has the authority to issue 200,000,000 shares of common stock, par value
$.001 per share. The holders of shares of common stock are entitled to receive
notice of, attend and vote at all meetings of the stockholders.  Each
share of common stock carries one vote at such meetings.





As of
March 31, 2009, there were 126,659,671 shares of common stock issued and
outstanding.





During
fiscal 2009, the Company issued 12,043,746 shares of its common
stock





·
            1,243,746
      common shares valued at $34,375 for consulting
  services.


·
            1,400,000
      common shares valued at $70,000 pursuant to a private
      placement.


·
            9,400,000
      common shares valued at $136,858 pursuant to a settlement with related
      parties.





In
addition, in fiscal 2009, 10,000,000 common stock units were subscribed for,
valued at $300,000.  Each common stock unit consisted of one common
share and one purchase warrant exercisable at $0.05 for a duration of six
months. Of the 10,000,000 common share units available, 5,000,000 common shares
units subscribed, valued at $150,000, where for payment of previously provided
related party services.  500,000 common share units subscribed, valued
at $15,000 were for accounts payable of previous consulting services
provided.





The
following is a summary of warrant activity for fiscal 2009.





Number
                    of
      Shares to Purchase under WarrantsBalance
      March 31, 2007
                  
                  -Issued
                  
                  12,300,000Expired
                  
                  -Balance,
      March 31, 2008
                  
                  12,300,000Issued
                  
                  10,000,000Expired
                  
                  (14,300,000)Balance,
      March 31, 2009
                  
                  8,000,000








Warrants
outstanding at March 31, 2009 consist of the following:





Issue
      Date
                  
                  Expiration
      Date
                  
                  Exercise
                    Price
                  
                  Number
                    of
      SharesApril
      13, 2007
                  
                  April
      13, 2009
                  
                  $0.05
                  
                  8,000,000








Should
all outstanding warrants be exercised, the total additional consideration
available to the Company is approximately $400,000. A maximum of 8,000,000
common shares would be issued.











F11
 LUMONALL,
INC.
 Notes To
The Financial Statements
 March 31,
2009 and 2008
 (Stated
in US Dollars)





Note 9 – Income
Taxes





The
temporary differences between financial reporting and income tax purposes are
primarily net operating loss carry forwards for income tax
purposes.





2009
                
                
                2008Deferred
      tax assets (liabilities)Net
      operating loss carry forwards
                
                $
                3,398,817
                
                
                $
                2,704,847Valuation
      allowance
                
                
                (3,398,817
                )
                
                
                (2,704,847
                )Net
      deferred tax assets (liability)
                
                $
                -
                
                
                $
                -










Note 10– Segment Data,
Geographic Information and Significant Customers:






Lumonall
products are currently sold through distribution agreements covering most
regions of North America. Distributors include Willis Group of Companies in
Canada, Designer Building Solutions, Butler-Johnson Corporation and Hallmark
Building Supplies in the United States. The Company is not organized by market
and is managed and operated as one business. A single management team reports to
the chief operating decision maker who comprehensively manages the entire
business. The Company does not operate any material separate lines of business
or separate business entities. Accordingly, the Company does not accumulate
discrete financial information, other than product revenue and material costs,
with respect to separate product lines and does not have separately reportable
segments as defined by Statement of Financial Accounting Standards (SFAS) No.
131, “Disclosures about Segments of an Enterprise and Related
Information.






For the
twelve months ended March 31, 2009, Willis Group of Companies and Hallmark
Building Supplies  accounted for approximately 66% and 27% of sales,
respectively. For the twelve months ended March 31, 2008, Willis Group of
Companies and Designer Building Solutions  accounted for approximately 75%,
and 13% of sales, respectively.



































F12





ITEM
9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND


FINANCIAL
DISCLOSURE





None








ITEM 9A.    CONTROLS
AND PROCEDURES





Disclosure
controls and procedures





Our
management evaluated, with the participation of our Chief Executive Officer and
Chief Financial Officer, the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this Annual Report on
Form 10-K. Based on this evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934, as amended (the Exchange Act)), as of the end of such period, are
effective to ensure that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange
Commission rules and forms.





There
have been no significant changes in our internal controls over financial
reporting during the fiscal year ended March 31, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.





This
Annual Report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.





Management
Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Exchange Act. Those rules define internal control over
financial reporting as a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures
that:





• Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the
company;





• Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and the receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company; and





• Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisitions, use or disposition of the Company's assets that could have a
material effect on the financial statements.





Because
of its inherent limitations, internal controls over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.





Management
assessed the effectiveness of our internal control over financial reporting as
of March 31, 2009. In making this assessment, our management used the criteria
established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).








ITEM 9B. OTHER
INFORMATION





None





13





PART
III





ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS;





Our
current directors are John G. Simmonds, Frank Høyen, Geir Drangsholt, Bjørn
Pedersen and Carrie Weiler. Their terms expire upon the election and
qualification of their successors.





The
following table sets forth the names, ages and positions of our
directors:





Name
                  Age
                  PositionJohn
      G. Simmonds
                  58
                  Chairman
      of the BoardFrank
      Høyen
                  53
                  DirectorGeir
      Drangsholt
                  48
                  DirectorBjørn
      Pedersen
                  45
                  DirectorCarrie
      J. Weiler
                  50
                  Director








Biographical Information
Regarding Directors





John G. Simmonds, President, Chief
Executive Officer and Chairman of the Board.Mr. Simmonds has
upwards of 40 years of experience in various industries, with a particular focus
in the gaming and communications industries. He has served as Chairman of the
Board of our Company since September 2004 and served as Chief Executive Officer
from September 2004 until April 2008 at which time he resigned as CEO, he was
appointed interim CEO of our Company in March 2009.  He has also
served as Chief Executive Officer and Chairman of the Board of Wireless Age
Communications, Inc., a public reporting company, since February 2007. He had
previously served as Chief Executive Officer of Wireless Age Communications,
Inc. from March 2003 until August 31, 2005, at which time he resigned his
position as Chief Executive Officer, and also previously served as Chairman of
the Board and as a director of that company from March 2003 until April 2006, at
which time he resigned as Chairman of the Board and as a director. In addition,
Mr. Simmonds was appointed Chief Executive Officer of InterAmerican Gaming
Inc., a public reporting company, in June 2006. He also serves as a director of
that company. From June 2005 through February 2006, Mr. Simmonds was a
director of Minacs Worldwide, a TSX-listed company. Mr. Simmonds was
appointed as a director of Gamecorp Ltd., f/k/a Eiger Technology, Inc.
(CNQ:GAME, OTCBB:ETIFF), in September 2005. He continues to serve as Chairman of
the Board and as a director of Gamecorp Ltd. and was appointed Chief Executive
Officer of that company in April 2007.  Mr. Simmonds served as
the Chief Executive Officer, of Gate To Wire Solutions, Inc. (formerly known as
TrackPower, Inc.)(OTCBB: GWIR) from 1998 to May 2004. Mr. Simmonds also
served as Chairman and director of Gate To Wire from 1998 to November 2006. In
February 2007 Mr. Simmonds was reappointed CEO and Chairman of the Board of
Gate To Wire. Gate To Wire is a corporation whose current business plan and
activities are designed around the equine racing and wagering industries.
Mr. Simmonds was appointed as Chief Executive Officer and President of
Newlook Industries Corp. (NLI:TXSV) in September 2005, but resigned those
positions in February 2007. Mr. Simmonds was re-appointed as Chairman and
Chief Executive Officer of Newlook Industries Corp. in July 2007.
Mr. Simmonds also served as Chief Executive Officer, Chairman and as a
director of Phantom Fiber Corporation (OTCBB: PHMF), formerly Pivotal
Self-Service Technologies, Inc. from March 2002 until June 2004.





Frank Høyen, Director.Frank Høyen is
Managing Director of Prolink International AS. He has both law and economics
degrees from the University of Oslo in Norway, and lectured on Public Economics
for three years at BI Norwegian School of Management, a private university in
Norway. Mr. Høyen was a consultant for the Norwegian Regional Development Fund
in Oslo for five years, spent 11 years as the financial and city manager of Mo I
Rana, a small city in northern Norway, as well as five years as the general
manager of the Hospital in the same location.He has also held various
board positions during his career, in addition to currently residing on the
boards of Prolink


International,
Prolink Holdings, Prolink Property Rights, and Chairman of the Board for
Meglerhuset Mo AS, a real estate organization in Norway.





14


Geir Drangsholt,
Director.Geir
Drangsholt has been Managing Director and Senior Engineer of TekØk AS, a private
fire consultant company, since 2000. Mr. Drangsholt is a fire consultant working
in the design of safety way guidance systems in a number of projects (hospitals,
schools, hangers, stores, nursing home, sports centre, etc) and has
evaluated


fire conditions in a large number of
buildings for the Norwegian Defense including calculations with respect to
evacuation of the buildings and establishing fire drawings and escape plans.
Prior to this Mr. Drangsholt worked as a research scientist specializing in the
development of high-strength concrete for the off-shore industry, the
development of simulated explosion methods and investigating the effect of new
extinguishing systems based on water mist. Mr. Drangsholt has also managed large
scientific programs during his work career. Mr. Drangsholt is an engineer and
has served on many committees including a delegate for Standard Norway of the
international committee for work in ISO 16069 for safety way guidance systems
and head of the working committee for writing new safety way guidance systems
standards. Mr. Drangsholt
graduated with a Masters of Science - Civil Engineering from NTNU - Norwegian
University of Science and Technology in Trondheim in 1984. He worked from 1984
to 1990 as a research scientist at SINTEF FCB - Cement and Concrete Research
Institute and continued afterwards at SINTEF NBL - Norwegian Fire Research
Laboratory from 1990 to 1997. In accordance to this he gave lectures in fire and
explosion technology at the university. From 1997 to 2000 Mr. Drangsholt worked
as a fire consultant in ICG - Interconsult Group ASA. Mr. Drangsholt also completed
additional education based on three subjects (Ph.D - subjects) within reinforced
concrete and steel construction and two subjects (Ph.D - subjects) within fire
and explosion technology.





Bjørn Pedersen,
Director, Bjørn Pedersen
is the Sales and Development Manager for Prolink International AS. He has a
strong background in fire safety. He has an engineering degree from
NTF(Technical High School) and NBF(Norwegian Fire School),as well as training as a Fire
Consultant, Fire Fighter and Smoke Diver. Mr. Pedersen was a fire fighter for 12
years before joining Prolink, three years as a building/construction advisor, 15
years as a fire consultant, and one year as a Fire Marshall. He spent two years
as Prolink’s Managing Director, and has been its Sales and Development Manager
for the last three years. Mr. Pedersen has held various board
positions, including Chairman of Rana Bygg og Betongservice, a building
developer, H.O.K Eiendom AS, a real estate company, and Betongteknikk, a
demolition company. He currently resides on the boards of Prolink International,
Prolink Holdings and Prolink Property Rights, as well as sitting as the Chairman
of the Board for a real estate organization, H.O.K Eiendom
AS.





Carrie J. Weiler, Corporate Secretary
and Director.Ms. Weiler was appointed Corporate Secretary on
October 15, 2004. Ms. Weiler provides professional public company corporate
secretarial services to various entities. Ms. Weiler is a member of the
Canadian Society of Corporate Secretaries. Ms. Weiler was appointed
Corporate Secretary of InterAmerican Gaming Inc. in September 2006. She has
served as Corporate Secretary of Gate To Wire Solutions, Inc. since 1998. On May
25, 2003 Ms. Weiler was appointed Corporate Secretary of Wireless Age
Communications, Inc. and continues to serve in such capacity. Ms. Weiler served
as Corporate Secretary and Director of Newlook Industries Corp. (TSX: NLI) and
Gamecorp Ltd. (CNQ: GGG, OTCBB: GAIMF, formerly Eiger Technology, Inc) since
July 2007.








Board
and Committee Meetings





Information
concerning the two Committees maintained by the Board of Directors is set forth
below.





The Board
held 7 meetings during the 2009 fiscal year.





The audit
and compensation committees are the standing committees of our Board. The fiscal
year 2010 and 2009 committees are comprised as follows:








2010 Audit Committee
                  
                  2010 Compensation
  CommitteeFrank
      Høyen, Director (Chair)
                  
                  Frank
      Høyen, DirectorGeir
      Drangsholt
                  
                  Bjørn
      PedersenBjørn
      Pedersen
                  
                  Geir
      DrangsholtJohn
      G. Simmonds





The
current committees are comprised as follows:





2009 Audit Committee
                
                2009 Compensation
  CommitteeFrank
      Høyen, Director (Chair)
                
                Frank
      Høyen, DirectorGeir
      Drangsholt
                
                Bjørn
      PedersenBjørn
      Pedersen
                
                Geir
      DrangsholtJohn
      G. Simmonds








15





Our audit
committee (the “Audit Committee”) held 4 meetings during fiscal 2009. The Audit
Committee, among other things, recommends our independent auditors, reviews our
financial statements, reports and recommendations regarding the adequacy of
internal accounting controls made by the independent auditors and considers such
other matters with respect to the accounting, auditing and financial reporting
procedures as it may deem appropriate or as may be brought to its
attention.





Our Audit
Committee acts under a written charter adopted and approved by the Board. Our
Audit Committee is supposed to be composed of outside directors who are not
officers or employees of the Company or its subsidiaries. In the opinion of the
Board and as “independent” is defined under current standards of the American
Stock Exchange (including the heightened independence requirements of audit
committee members), these directors are independent of management and free of
any relationship that would interfere with their exercise of independent
judgment as member of this committee.





Our
compensation committee of the Board (the “Compensation Committee”) held nil
meetings during the 2009 fiscal year. The Compensation Committee is responsible
for allocating cash compensation and stock options to senior executive officers
of the Company.





Board of Directors
Independence





Our Board
of Directors reviews the relationships that each director has with us and other
parties. Only those directors who do not have any of the categorical
relationships that preclude them from being independent within the meaning of
American Stock Exchange Company Guide, Part I Section 121, and who the Board of
Directors affirmatively determines have no relationships that would interfere
with the exercise of independent judgment in carrying out the responsibilities
of a director, are considered to be Independent Directors. Our Board of
Directors has reviewed a number of factors to evaluate the independence of each
of its members. These factors include its members’ current and historic
relationships with us and our subsidiaries; their relationships with management
and other directors; the relationships their current and former employers have
with us; and the relationships between us and other companies on which our board
members are directors or executive officers. After evaluating these factors, the
Board of Directors has determined that three members are “independent” as
generally defined. Independent members of our Board of Directors will meet in
executive session without management present, and are scheduled to do so at
least two times per year. The Board of Directors will designate an appropriate
individual as the presiding director for these meetings.





Shareholder
Communications





Our Board
of Directors believes that it is important for our shareholders to have a
process to send confidential communications directly to the board as a whole and
to the Independent Directors in particular. Accordingly, shareholders desiring
to send a communication to the Board of Directors, or to a specific director,
may do so by delivering a letter to our Secretary at our principal offices as
set forth on the cover page to this Annual Report on Form 10-K. The mailing
envelope must contain a clear notation indicating that the enclosed letter is a
“stockholder-board communication” or “stockholder director-specific”
communication.”  All such letters must identify the author and clearly
state whether the intended recipients of the letter are all members of our Board
of Directors or certain specified individual directors. To the extent indicated
as addressed, the Secretary will observe any requests for confidentiality and
forward such correspondence unopened directly to a specific director. With
respect to correspondence addressed to the Board as a whole or to a group of
directors or a specific committee, the Secretary will open such communications
and make copies, and then circulate them to the appropriate director or
directors. Notwithstanding the foregoing, the Company shall reserve the right to
open all correspondence as it believes reasonably necessary to assure the safety
and personal privacy of all directors.





Report of Audit Committee of
the Board of Directors





The Audit
Committee assists the Board in fulfilling its responsibility for oversight of
our internal control, accounting, auditing and financial reporting practices.
Specific responsibilities of the Audit Committee include:





·
            reviewing
      and discussing the audited financial statements with
      management;


·
            discussing
      with the Company’s independent auditors information relating to the
      auditors’ judgments about the quality of the Company’s accounting policies
      and financial reporting practices;





16





·
            recommending
      to the Board that the Company include the audited financials in its Annual
      Report on Form 10-K; and


·
            overseeing
      compliance with the Securities and Exchange Commission requirements for
      disclosure of auditors’ services and
activities.





The
Committee regularly meets with management to consider the adequacy of our
internal controls and the integrity of our financial reporting. The Committee
discusses these matters with our independent auditors and with our financial
personnel.





The
Committee regularly meets privately with management, the independent auditors
and the internal auditors. Each of the independent auditors has unrestricted
access to the Committee.





The
Committee retains and, if circumstances warrant, replaces the independent
auditors and regularly reviews their performance and independence from
management. The Committee also pre-approves all audit and permitted non-audit
services and related fees.





Our Board
of Directors has adopted a written charter setting out the roles and
responsibilities the Committee is to perform. The Board has determined that
Frank Hoyen, a director serving on the Audit Committee, is an “audit committee
financial expert,” as such term is defined under the regulations promulgated by
the Securities and Exchange Commission. Under such regulations, the designation
or identification of a person as an audit committee financial expert does not
impose on such person any duties, obligations or liability that are greater than
the duties, obligations and liability imposed on such person as a member of the
audit committee and the Board of Directors in the absence of such designation or
identification nor does the designation or identification of a person as an
audit committee financial expert affect the duties, obligations or liability of
any other member of the audit committee or Board of Directors.





Management
has primary responsibility for the Company’s financial statements and the
overall reporting process, including the Company’s system of internal
controls.





Review of Audited Financial
Statements





The Audit
Committee has reviewed our financial statements for the fiscal year ended March
31, 2009, as audited by Rotenberg & Co. LLP, the Company’s independent
auditors, and has discussed these financial statements with management. In
addition, the Audit Committee has discussed with Rotenberg & Co. the matters
required to be discussed by Statement of Auditing Standards No. 61, as
amended, regarding the codification of statements on auditing standards.
Furthermore, the Audit Committee has received the written disclosures and the
letter from Rotenberg & Co. required by the Independence Standards Board
Standard No. 1 and has discussed with Rotenberg & Co. its
independence.





In
reliance on the reviews and discussions referred to above, the Audit Committee
recommended to the Board that the audited financial statements for the fiscal
year ended March 31, 2009 be included in the Company’s Annual Report on
Form 10-K, for filing with the Securities and Exchange
Commission.





The
members of the Audit Committee are not currently professionally engaged in the
practice of auditing or accounting. Members of the Audit Committee rely, without
independent verification, on the information provided to them and on the
representations made by management and the independent accountants. Accordingly,
the Audit Committee’s oversight does not provide an independent basis to
determine that management has maintained procedures designed to assure
compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committee’s


considerations
and discussions referred to above do not assure that the audit of the Company’s
financial statements has been carried out in accordance with generally accepted
auditing standards, that the financial statements are presented in accordance
with generally accepted accounting principles and that the Company’s independent
accountants are in fact “independent.”





AUDIT
      COMMITTEEFrank
      Høyen, Director (Chair)Geir
      DrangsholtBjørn
      Pedersen





17








Executive
Officers





The
following table presents information with respect to our executive officers, as
of June 22, 2008.








Name
                Age
                PositionJohn
      G. Simmonds
                58
                Director,
      CEO and PresidentGary
      Hokkanen
                53
                Chief
      Financial OfficerCarrie
      Weiler
                50
                Director
      and Corporate Secretary








John
G. Simmonds, Director, CEO and President





See
“Biographical Information Regarding Directors” above for information regarding
Mr. Simmonds.





Gary
N. Hokkanen, Chief Financial Officer





Gary
Hokkanen has served as CFO of Lumonall since October 2004. Mr. Hokkanen is an
executive level financial manager with over 10 years experience in public
company financial management. Mr. Hokkanen holds a Bachelor of Arts degree from
the University of Toronto and is a CMA (Certified Management Accountant) and a
member of the Society of Management Accountants, Ontario. From January 2001 to
April 2003 Mr. Hokkanen was CFO of IRMG Inc., a private Toronto-based financial
management consulting firm. Mr. Hokkanen has served as CFO of Wireless Age
Communications, Inc. since May 29, 2003.  Mr. Hokkanen served as CFO
of Simmonds Capital Limited from July 1998 to January 2001. Since July 1, 2007,
Mr. Hokkanen has served as CFO of Newlook Industries Corp., an entity listed on
the TSX Venture Exchange, Gamecorp Ltd., an entity listed on the CNSX, and
InterAmerican Gaming, Inc. an entity listed on the
Over-the-Counter-Bulletin-Board. On June 1, 2007 Mr. Hokkanen was appointed CFO
of Gate To Wire Solutions, Inc. an entity listed on the
Over-the-Counter-Bulletin-Board. Mr. Hokkanen previously served as CFO of Gate
To Wire. from October 2004 to July 2006.





Carrie J. Weiler, Director and
Corporate Secretary of the Company.





See
“Biographical Information Regarding Directors” above for information regarding
Ms. Weiler.








Compliance
with Section 16(a) of the Securities Exchange Act of 1934





Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires our directors and
executive officers, as well as persons beneficially owning more than 10% of the
outstanding Common Stock, to file certain reports of ownership with the
Securities and Exchange Commission within specified time
periods.  Such officers, directors and shareholders are also required
by Securities and Exchange Commission rules to furnish us with copies of all
Section 16(a) forms they file.





Based
solely on its review of such forms, all requirements received by us, or written
representations from certain reporting persons, we believe that between April 1,
2008 and March 31, 2009, all Section 16(a) filing requirements applicable
to its officers, directors and 10% shareholders were met.





Code of
Ethics





The Board
of Directors adopted a Code of Ethics in fiscal 2005, which applies to our
executive officers, as well as the executive officers of our
subsidiaries.





You can
obtain copies of our current committee charters and Code of Ethics by writing to
our Corporate Secretary at 3565 King Road, Suite 102, King City, Ontario,
Canada, L7B 1A3, who shall provide copies without charge to any
person.








18





ITEM
11. EXECUTIVE COMPENSATION.





The
following table sets forth compensation for each of the past three fiscal years
with respect to each person who served as our Chief Executive Officer and each
of the three most highly-compensated executive officers who earned a total
annual salary and bonuses that exceeded $100,000 in any of the three preceding
three fiscal years.








SUMMARY
COMPENSATION TABLE





Annual
                          
                          Long-Term
      CompensationCompensation
                          
                          AwardsName
      and Principal Position
                          
                          Year
                          
                          Salary
      ($)
                          
                          Bonus
      ($)
                          
                          Restricted
      Stock Awards ($)
                          
                          Stock
      Option Awards ($)
                          
                          Securities
      underlying options/ SARS (#)
                          
                          Non-Equity
      Incentive Plan Compensation
                          
                          Non-qualified
      Deferred Compensation Earnings
                          
                          All
      Other Compensation ($)
                          
                          Total
      Compensation ($)John
      G. Simmonds Chief
                          
                          
                          2009
                          
                          
                          $63,000
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          $63,000Executive
      Officer and
                          
                          
                          2008
                          
                          
                          $180,000
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          $180,000(1)(3)
                          
                          
                          2007
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0Gary
      N. Hokkanen
                          
                          
                          2009
                          
                          
                          $43,749
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          $43,749Chief
      Financial Officer
                          
                          
                          2008
                          
                          
                          $31,578
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          $31,578(2)(4)
                          
                          
                          2007
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0Mike
      Hetherman (5)
                          
                          
                          2009
                          
                          
                          $216,899
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0
                          
                          
                          $216,899


(1)
              Mr. Simmonds
      joined our Company in August 2004.
 
 (2)
              Mr. Hokkanen
      joined us in October 2004 and resigned on July 12,
  2006.
 
 (3)
                Mr. Simmonds’
      compensation has been pursuant to the terms of a Management Services
      Agreement between Simmonds Mercantile and Management Inc. (“SMMI”) and the
      Company. Management fees payable for his executive management services and
      others under the Management Services Agreement total $15,000 per month for
      fiscal 2008. Mr. Simmonds provides services to entities other than
      us, and Mr. Simmonds currently devotes, or may devote in the future,
      some portion of their working time to the management of other entities.
      During fiscal 2009 Mr. Simmonds was compensated $5,250 per month for
      consulting services.  On April 1, 2008, Mr. John G. Simmonds
      resigned as CEO of Lumonall, Inc. and Mr. Michael Hetherman succeeded him
      as CEO. On March 12, 2009, Mr. Michael Hetherman resigned as Chief
      Executive Officer and as a member of the Board of Directors. At a meeting
      of the Board of Directors on March 16, 2009, the Board accepted the
      resignations of Mr. Michael Hetherman and appointed Mr. John G. Simmonds,
      Chairman of the Board of Directors and former CEO as interim
      CEO.
  (4)
              The
      SMMI Management Services Agreement, as originally struck, included the
      executive management services of Mr. Hokkanen up to and including
      September 30, 2005. On October 1, 2005 the services of Mr. Hokkanen
      became part of a Management Services Agreement with Wireless Age
      Communications, Inc. (“Wireless Age”) pursuant to which the Company was
      obligated to pay Wireless Age $20,000 per month. On December 31, 2005,
      Wireless Age and the Company agreed to terminate the Wireless Age
      Management Services Agreement. Subsequent to December 31, 2005, Wireless
      Age was to be paid CAD$250 per hour for the services of Mr. Hokkanen.
      During fiscal 2007 Mr. Hokkanen was not compensated for his services
      by the Company. During fiscal 2008 and 2009, Mr Hokkanen was compensated
      $31,578 and $43,749, respectively.
 
 (5)
              Mr.
      Hetherman joined the Company in May 2007 as President and Chief Operating
      Officer.  On April 1, 2008, Mr. John G. Simmonds resigned as CEO
      of Lumonall, Inc. and Mr. Michael Hetherman succeeded him as
      CEO.  Mr. Hetherman’s compensation was pursuant to the terms of
      a management service agreement between Katemy Holdings Inc. and the
      Company. Management fees payable for his executive management services
      total $18,500 per month for fiscal 2009.  On March 12, 2009, Mr.
      Hetherman resigned as Chief Executive Officer and as a member of the Board
      of Directors.


Option Grants in 2008 Fiscal
Year





We made
no option grants in 2009.  We have no outstanding options held by any
member of our management.





19





Compensation of
Directors





Fees





The
following fees were paid to Directors who were not our employees during fiscal
2008. During 2008, all non-employee directors received fees for services
rendered on the Board of Directors. Directors who are full-time employees of the
Company receive no additional compensation for serving as directors. Board
members are also reimbursed for all expenses associated with attending Board or
Committee meetings. Non-employee directors are paid meeting fees as
follows:








Fee
      for each Board meeting
                    $500Fee
      for each telephone meeting
                    $500Fee
      for each Committee meeting
                    $500








Employment
Arrangements





The
Company has consulting agreements with the following officers of the Company:
John G Simmonds, Michael Heatherman, Gary Hokkanen and Carrie
Weiler.





Compensation
Committee Report on Executive Compensation





During
fiscal year 2009 the Compensation Committee consists of three non-employee
directors, Frank Høyen, Geir Drangsholt, Bjørn Pedersen,  and one
employee director John G. Simmonds.  The Compensation Committee has
the responsibility for allocation of cash compensation and stock options to
senior executive officers of the Company.





The
entire Board regularly reviews the Compensation Committee decisions relating to
executive compensation. The Company’s executive compensation policies, as
endorsed by the Compensation Committee, have been designed to provide a balanced
compensation program that will assist the Company in its efforts to attract,
motivate and retain talented executives who the Compensation Committee and
senior management believe are important to the long-term financial success of
the Company.








Compensation
      CommitteeFrank
      HøyenGeir
      DrangsholtBjørn
      PedersenJohn
      G. Simmonds








ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.





In fiscal
2009, we had no securities compensation plan for our officers and
directors.





The
following table sets forth certain information regarding the beneficial
ownership of Common Stock as of June 22, 2009 by (i) each of our directors,
(ii) each of our officers named in the Summary Compensation Table
(collectively, the “Named Executive Officers”), (iii) each person who is
known by us to be the beneficial owner of more than five percent of our
outstanding Common Stock, and (iv) all directors and executive officers as
a group. Except as otherwise indicated below, each person named has sole voting
and investment power with respect to the shares indicated.





20
 Amount
      and Nature of Beneficial OwnershipName
      and Address of Beneficial Owner
                      
                      Shares
                      
                      Options/Warrants
      (1)
                      
                      Total
      (1)
                      
                      Percent
      (1)Prolink
      Holdings AS (4)
                      
                      20,000,000
                      
                      0
                      
                      20,000,000
                      
                      14.6%John
      Simmonds
                      
                      4,695,000
                      
                      0
                      
                      4,695,000
                      
                      3.4%Mike
      Hetherman (2)
                      
                      5,120,000
                      
                      8,000,000
                      
                      13,120,000
                      
                      3.7%Gary
      Hokkanen
                      
                      1,780,000
                      
                      0
                      
                      1,780,000
                      
                      1.3%Carrie
      Weiler
                      
                      1,280,000
                      
                      0
                      
                      1,280,000
                      
                      *Bjørn
      Pedersen
                      
                      300,000
                      
                      0
                      
                      300,000
                      
                      *Frank
      Høyen
                      
                      300,000
                      
                      0
                      
                      300,000
                      
                      *Draco
      Investering (5)
                      
                      3,400,000
                      
                      0
                      
                      3,400,000
                      
                      2.4%All
      executive officers and directors as a group (7 persons)
(3)
                      
                      16,875,500
                      
                      8,000,000
                      
                      24,875,000
                      
                      12.3%
 
 
 
 (1)
                    Includes
      Warrants exercisable as of the date hereof or within 60 days
      hereafter. Holdings of less than 1% are indicated by “*”. Based upon
      136,659,671 shares issued and outstanding as June 22, 2008,
      (excluding any shares issuable under options or
  warrants,).(2)
                    Mr.
      Heatherman beneficially owns such shares through Katemy Holdings Inc., a
      corporation controlled by him.(3)
                    Officers
      and Directors as a group include John Simmonds, Mike Heatherman, Frank
      Hoyen, Bjorn Pedersen, Gier Drandsholt, Gary Hokkanen, Carrie
      Weiler.(4)
                    10,000,000
      common shares are subject to a  private sale transaction that
      includes officers and/or directors of the Company.(5)
                    A
      Company controlled by Geir
Drangsholt.





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





In
February 2008, the Company agreed to issue up to 9,400,000 shares of our common
stock to shareholders of Lumonall Canada to settle liabilities and a defaulted
note payable owed by the Company to Lumonall Canada and full and complete
settlement of future royalties that would accrue.  In fiscal 2009 all
shares were issued.





During
fiscal 2009, related parties subscribed for 5,000,000 common share units valued
at $150,000, as payment for services previously provided.





We also
accrue CAD$6,000 per month for finance, accounting, corporate administration
including overheads to Wireless Age Communications, Inc. an entity which has
certain common officers and directors.





At March
31, 2009, amounts due to related parties amounted to
$809,179.  Related parties of the Company include entities under
common management and Officers and Directors of the Company.





Gamecorp
Ltd. (formerly Eiger Technology, Inc.) a related party (due to common officers
with the Company) agreed to provide up to $600,000 funding for the development
of the Company’s business. The Company is obligated to pay a 5% commitment fee
of the maximum amount funded plus interest at Prime + 3% per annum.  During
the twelve month period ended March 31, 2009, Newlook Industries Corp., a
related party (due to common officers with the Company) agreed to further fund
the development of the Company’s business and assumed the outstanding related
party liability to Gamecorp Ltd. as settlement of amounts owed to Newlook from
Gamecorp Ltd. During the twelve month period ended March 31, 2009, the Company
incurred $38,829 in interest expense.





At March
31, 2009, the amounts due to related parties were:




Newlook
      Industries Corp.
                
                $
                565,503Wireless
      Age Communications, Inc.
                
                
                35,830Directors
      and/or Officers of the Company
                
                
                207,846$
                809,179








21





The Board
believes that all of the foregoing related party transactions were made on terms
that were fair and reasonable to the Company. Directors having an economic
interest in the outcome of such transactions did not participate in the
deliberation or voting with respect to such actions on the part of the
Company.





ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





On
November 14, 2004, the Audit Committee adopted a Pre-approval Policy (“Policy”)
governing theapproval of
all audit and non-audit services performed by the independent auditor in order
to ensure that the performance of such services does not impair the auditor’s
independence.





According
to the Policy, the Audit Committee will annually review and pre-approve the
services and fees that may be provided by the independent auditor during the
following year. The Policy specifically describes the services and fees related
to the annual audit, other services that are audit-related, preparation of tax
returns and tax related compliance services and all other services that have the
general pre-approval of the Audit Committee. The term of any general
pre-approval is 12 months from the date of pre-approval, unless the Audit
Committee specifically provides for a different period.





Any
service to be provided by the independent auditor that has not received general
pre-approval under the Policy is required to be submitted to the Audit Committee
for approval prior to the commencement of a substantial portion of the
engagement. Any proposed service exceeding pre-approved cost levels is also
required to be submitted to the Audit Committee for specific
approval.





The Audit
Committee will revise the list of general pre-approved services from time to
time based on subsequent determinations. The Committee does not delegate its
responsibilities to pre-approve services performed by the independent auditor to
management.





Fees





The
following table sets forth the aggregate fees billed by the Company’s
independent auditors for fiscal years and 2008 and 2009:





Year
              Audit Fees
              Audit
      Related
                (Note 1)
              Tax
              Financial
      Information Systems Design and
                Implementation Fees
              Other Fees
              Total2008
              $  9,000
              $7,500
              $
      Nil
              $
      Nil
              $
      Nil
              $16,5002009
              $  9,750
              $9,600
              $
      Nil
              $
      Nil
              $
      Nil
              $19,350





Note 1:
Includes the review of quarterly Form 10Q.








22





ITEM
IV





ITEM
15. EXHIBITS











Exhibit No.
                    Description
                    
                    Form/Period/Dated
                    Filed2.1
                    Articles
      and Certificate of Merger (with attached Merger Agreement) merging Azonic
      Engineering, Inc. (CO Corp) into Azonic Corporation
                    
                    Form
      10-SB
                    December
      1, 19993.1
                    Articles
      of Incorporation of Grand Canyon Ventures Two, Incorporated
                      (CO
      Corp.)
                    
                    Form
      10-SB
                    December
      1, 19993.2
                    Amendment
      to Articles of Incorporation of Grand Canyon Ventures Two, Incorporated
      changing name to Azonic Engineering, Incorporated (CO
Corp)
                    
                    Form
      10-SB
                    December
      1, 19993.3
                    Certificate
      of Incorporation of Azonic Corporation (NV Corp.)
                    
                    Form
      10-SB
                    December
      1, 19993.4
                    Bylaws
      of Azonic Corporation
                    
                    Form
      10-SB
                    December
      1, 19994.1
                    Specimen
      Common Stock Certificate
                    
                    Form
      10-SB
                    December
      1, 19991998
      Compensatory Stock Option Plan
                    
                    Form
      10-SB
                    December
      1, 199910.2
                    1998
      Employee Stock Compensation Plan
                    
                    Form
      10-SB
                    December
      1, 199931.1
                    Certification
      of Chief Executive Officer
                      Pursuant
      to Section 30231.2
                    Certification
      of Chief Financial Officer
                      Pursuant
      to Section 30232.1
                    Certification
      of Chief Executive Officer
                      &
      Chief Financial Officer Pursuant to
                      Section
      30232.2
                    Certification
      of Chief Financial Officer
                      &
      Chief Financial Officer Pursuant to
                      Section
      906











(b)           Reports on Form
8-K.





On March
19, 2009 the Company filed form 8-K describing the resignation of Michael
Hetherman as CEO and Director, and the appointment of John Simmonds as interim
CEO.





23








SIGNATURES





In
accordance with sections 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant caused this Report to be signed on its behalf by the undersigned,
thereto duly authorized individual.





Date:  June
29, 2009








LUMONALL,
      INC.By:
            /s/
      John G. SimmondsJohn
      G. Simmonds, Chief Executive OfficerBy:
            /s/
      Gary N. HokkanenGary
      N. Hokkanen, Chief Financial Officer








In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.





Name
              Title
              Date/s/
      John G. Simmonds
              
              June
      29, 2009John
      G. Simmonds
              Chairman/s/
      Frank Høyen
              
              June
      29, 2009Frank
      Høyen
              Director/s/Bjørn
      Pederson
              
              June
      29, 2009Bjørn
      Pederson
              Director/s/
      Geir Drangsholt
              
              June
      29, 2009Geir
      Drangsholdt
              Director/s/
      Carrie J. Weiler
              
              June
      29, 2009Carrie
      J. Weiler
              Director