**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC. 20549**




**FORM
      10-KSB**





x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the fiscal year ended March 31, 2007o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the transition period from _______________ to
                ________________





Commission
      File No. 0-28315





**MIDLAND
      INTERNATIONAL CORPORATION**


(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.)**12650
                Jane Street**
              **King
                City, Ontario, Canada, L7B 1A3**
              (Address
                of Principal Executive Offices)
            **905-833-9845**
              (Issuer’s
                Telephone No., including area code)Securities
                registered pursuant to
              Section
                12(b) of the Act:
            NoneSecurities
                registered pursuant to
              Section
                12(g) of the Act:
            Common
                Stock, par value $0.001




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act o





Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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 o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this Form, and no disclosure will be contained,
      to
      the best of the registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB o.





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).    Yes  ̈ No x





The
      issuer’s revenues for the fiscal year ended March 31, 2007 were
      $0.00.





Based
      on
      the closing price on June 23, 2007 of $0.06 per share of common stock, as
      reported by the NASD’s OTC Bulletin Board, the aggregate market value of the
      voting and non-voting stock held by non-affiliates of the registrant was
      approximately $4,409,739. For the purposes of this response, directors, officers
      and holders of 5% or more of the issuer’s Common Stock are considered the
      affiliates of the issuer at such date.




1




As
      of
      June 22, 2007, the number of shares outstanding of the registrant’s Common Stock
      was 98,697,654 shares.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





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





Transitional
      Small Business Disclosure Format (check one): Yes  ̈ No x




2




**PART
      I**





**ITEM
      1 - DESCRIPTION OF BUSINESS**





**History**





Midland
      International Corporation ("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 June 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. We intend to complete a name change during fiscal
      2008 that is better reflective of the new business plan described below herein
      and in the section entitled “Part II, Item 6. Management's Discussion and
      Analysis of Financial Condition and Results of Operations - Plan of
      Operation”.





Description
      of Current Business Plan





We
      had
      planned to market low-cost, wireless devices including cellular phones but
      due
      to difficulties in assembling the necessary business partners during our fiscal
      year ended March 31, 2007 we began evaluating other business opportunities.
      We
      disposed of all of the analog handsets and intellectual property associated
      with
      the analog business plan to a third party. In December 2005, we sold all of
      these assets to Accolade Innovations Inc., in exchange for a $60,000
      non-interest bearing promissory note due June 21, 2006.





In
      February 2007, we adopted a new business plan. To implement this new business
      plan we acquired the United States licensing, North American manufacturing
      and
      Canadian non-government distribution rights to a process for photo luminous
      pigments and production of foil used in manufacturing of photo luminous
      materials. We also made a 30% investment in an entity that holds the world-wide
      intellectual property rights to certain photo luminous materials. See “Part II,
      Item 6. Management's Discussion and Analysis of Financial Condition and Results
      of Operations - Plan of Operation.” for a detailed description of our new
      business plan.





Prolink
      North America and Prolink International AS Agreements





In
      February 2007, we entered into a series of agreements whereby we acquired the
      United States licensing, North American manufacturing and Canadian
      non-government distribution rights of photo luminous pigments and production
      of
      foil used in manufacturing of photo luminous materials (“PLM”) and acquired a
      30% interest in Prolink Property Rights AS, Norway (“PPRAS”), the holder of the
      world-wide intellectual property rights to the PLM products, for a cost of
      US$100,000. As part of the acquisition and investment we also became obligated
      to pay royalties of CAD$2.00 per exit sign to a maximum of CAD$1,000,000, 1%
      of
      all sales arising from other products utilizing PLM, issued a non-interest
      bearing note in the principal amount of US$100,000 in favor of Lumonall Canada
      Inc., which is due and payable in four installments over one year on May 31,
      2007, August 31, 2007, November 30, 2007 and February 28, 2008. We also became
      obligated to provide Prolink North America a secured non-interest bearing demand
      loan to pay a maximum aggregate of $300,000 owed by Prolink North America Inc.
      to Prolink International AS, which balance is due upon demand.





The
      agreements form part of our new business plan involved with photo luminous
      products initially in the exit sign and safety way guidance systems
      sector.





In
      February 2007, in anticipation and as a condition precedent of a change in
      business direction we agreed to issue 35,000,000 shares of our common stock
      to a
      group of investors led by one of our officers and directors in exchange for
      management fee forgiveness by certain related parties.





New
      Management




3




Also
      in
      April, we appointed a new President and COO. Mike Hetherman, of the Willis
      Supply Group in Burlington, Ontario, Canada (near Toronto), has been in the
      Building materials Distribution business for over 20 years. In the mid 80's
      he
      started as a designer, and in 1992 became partners in Willis Supply. Willis
      was
      established 40 years ago and has exclusive distribution of significant Building
      Material brands such as DuPont Corian®, DuPont Zodiaq®, and Arpa® Italian
      Laminates to name a few. Under his leadership Willis expanded from Ontario
      to
      across Canada and the Pacific Northwest USA. A few years ago, Mr. Hetherman
      took
      Willis to China and now sources many quality building products for the North
      American market. Today, he is sole owner of Willis, Chairman of the North
      American DDP (DuPont Distributor Partnership) and Chairman of the Exclusive
      DuPont Council.





Distributors





During
      the one-month period between May and June, we signed a number of distributors
      to
      take this new PLM product to market. Those partners, covering a majority of
      North America, now include the Willis Group of Companies in Canada, and Designer
      Building Solutions, Butler-Johnson Corporation, Hallmark Building Supplies
      and
      Parksite, Inc. in the United States.





Industry
      Overview





Photoluminescent
      Products, Safety and Energy Conservation





Recent
      increases in “green” initiatives, tied with improved awareness regarding energy
      use and saving the environment, as well as the tragic events of 9/11, have
      all
      contributed to creating this market. Building safety alone provides significant
      business opportunity for our Exit Signs and Safety Way Guidance Systems, but
      the
      potential in energy saving measures in new building developments, as well as
      retrofitting current, out-of-date premises to lower their energy usage, is
      enormous. The latter initiative is also highly political in nature, with all
      levels of government, in both Canada and the United States striving to improve
      the “green” element(s) of their political platforms.





Since
      9/11, there has been an increase in safety measures and initiatives in
      buildings. New York City created Bylaw 26 in the wake of the tragedy, requiring,
      amongst other things, any building over six storeys high to install Safety
      Way
      Guidance Systems in their stairwells and escape routes.





Specifically,
      the catalyst for Prolink International’s vision and mandate occurred in 1988.
      During that year, a major cruise ship, The Scandinavian Star caught fire in
      a
      horrific disaster that took almost 200 lives. These deaths, as in many
      fire-related tragedies, were caused by smoke inhalation. However, due to the
      fact that a majority of the victims were found within 30 feet of exits, a short
      distance from salvation, it can also be said that many deaths could have been
      prevented had safety measures (for example, clearly identified and “lit”
evacuation routes and exits) been in place, or even existed at the time.





In
      response to this, and many other similar tragedies, the International Marine
      Organization (IMO) regulated that all marine vessels be outfitted with Safety
      Way Guidance Systems with a recommendation that specifically identified PLM
      lines, markers, signs and direction indicators were the solution. Since that
      time Prolink International has established itself as the recognized leader
      in
      the field of superior PLM products, and has outfitted almost every cruise ship
      and commercial marine vessel in the entire European market.





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 like us.





Much
      of
      the PLM product in the market is of similar origin and construction. Our highest
      level of PLM material, Pro 65, is considered one of the best due to pigmentation
      levels and a proprietary formulation.





Government
      Regulations





Our
      Exit
      Signs are approved by the Underwriters Laboratory in both Canada and the United
      States. We are MEA (Materials and Equipment Acceptance) approved in New York
      State and continue to undergo the ongoing approvals process state-by-state.
      We
      are also an Energy Star Partner in Canada and the United States. Our PLM
      formulation meets all current building code standards.




4




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. Specifically, we are anticipating moving manufacturing operations
      for
      the PLM materials to North America, and when we are in the financial position
      to
      do so, we intend to hire additional employees in the areas of sales and
      marketing.





Risk
      Factors





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 Underwriters
      Laboratory seems to have some inconsistencies in its approval processes, 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.





ITEM
      2 -
      DESCRIPTION OF PROPERTY





Our
      executive offices are located at 12650 Jane Street, King City, Ontario, Canada
      L7B 1A3 (tel. 905-833-9845, fax 905-833-9847) at the offices of an officer
      and
      director of the Company. We pay CAD$1,000 per month rent for the use of these
      facilities. See “Part III, Item 12, Certain Relationships and Related
      Transactions.”





ITEM
      3 -
      LEGAL PROCEEDINGS





We
      are
      unaware of any material pending legal proceedings to which we are a party or
      of
      which any of our property is subject. Our management is not aware of any
      threatened proceedings by any person, organization or governmental authority.





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 fiscal 2007.





Subsequent
      Event




5




On
      June
      7, 2007, holders of a majority of our issued and outstanding common stock
      approved amendments to our Articles of Incorporation, as amended,. The purpose
      of the Amendments is to increase our authorized capital stock from 105,000,000
      shares, consisting of 100,000,000 shares of Common Stock having a par value
      of
      $.001 per share and 5,000,000 shares of Preferred Stock having a par value
      of
      $.001 per share, to 205,000,000 shares of authorized capital, consisting of
      200,000,000 shares of Common Stock having a par value of $.001 per share and
      5,000,000 shares of Preferred Stock having a par value of $.001 per share,
      and
      to change our name to “Lumonall, Inc.” The purpose of the name change is to
      better reflect our current business plan described elsewhere herein. We intend
      to file a Preliminary Information Statement with the SEC in the foreseeable
      future advising of these actions. Upon the filing and dissemination of our
      Definitive Information Statement, it is expected that these amendments will
      become effective upon the appropriate filings being made with the Nevada
      Secretary of State.





6




**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
      "MLIC." 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.




2006
                FISCAL YEAR
                (4/1/05 TO 3/31/06):High
              
              
              Low1st
                  Quarter (4/1/05-6/30/05)
              
              
              0.55
              
              
              0.352nd
                  Quarter (7/1/05-9/30/05)
              
              
              0.55
              
              
              0.073rd
                  Quarter (10/1/05-12/31/05)
              
              
              0.51
              
              
              0.054th
                  Quarter (1/1/06-3/31/06)
              
              
              0.15
              
              
              0.06




2007
                FISCAL YEAR
                (4/1/06 TO 3/31/07):High
              
              
              Low1st
                  Quarter (4/1/06-6/30/06)
              
              
              0.20
              
              
              0.072nd
                  Quarter (7/1/06-9/30/06)
              
              
              0.07
              
              
              0.013rd
                  Quarter (10/1/06-12/31/06)
              
              
              0.035
              
              
              0.0254th
                  Quarter (1/1/06-3/31/06)
              
              
              0.06
              
              
              0.012




At
      July
      11, 2007 the closing
      bid price of our Common Stock was $0.05 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 Midland International's
      common shares are considered "penny stocks", many brokers will be reluctant
      or
      will refuse to effect transactions in Midland International's shares, and many
      lending institutions will not permit the use of penny stocks as collateral
      for
      any loans.





(b)
      As of
      March 31, 2007, there were 93 stockholders of record of our common stock,
      including 119 beneficial holders.




7




(c)
      We
      did not pay any dividends on our Common Stock during the two years ended March
      31, 2007. 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 does not foresee that we
      will have the ability to pay a dividend on our Common Stock in the fiscal year
      ended March 31, 2008. See "Part II, Item 7, Financial Statements."




(d)
      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 - 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





We
      planned to market low-cost, wireless devices including cellular phones, but
      due
      to difficulties in assembling the necessary business partners, to be successful,
      is evaluating other business opportunities. During fiscal 2006, the Company
      disposed of all of the analog handsets and intellectual property associated
      with
      the analog business plan to a distributor.





As
      of
      February 2007, we adopted a new business plan. We acquired the United States
      licensing, North American manufacturing and Canadian non-government distribution
      rights of photo luminous pigments and production of foil used in manufacturing
      of photo luminous materials (“PLM”) and made a 30% investment in an entity that
      holds the world wide intellectual rights to these PLM products.





RESULTS
      OF OPERATION





Comparison
      of Results of Operations for the Fiscal Years Ended March 31, 2007 and
      2006





We
      generated no revenues in the twelve-month period ended March 31, 2007, compared
      to revenues of $60,000 in the same twelve month period for 2006. In December
      2005 we sold our entire analog cell phone handset inventory in exchange for
      a
      $60,000 non-interest bearing promissory note due June 21, 2006. The promissory
      note was not paid and was provided for as a doubtful account in 2006. The gross
      profit earned on the sale was $10,500. In December 2005 we also sold all capital
      assets and intellectual property associated with our analog cell phone handset
      business for $15,000 cash representing a loss on disposition of $10,003. The
      reason for the sale was that the analog portion of the business was not central
      to the development of the business plan. Ultimately, we abandoned the business
      plan. The new PLM business plan was begun during the fourth quarter of fiscal
      2007 and did not result in any business operations.





We
      incurred office and general expenses of $111,482 in the twelve-month period
      ended March 31, 2007 compared to $112,438 in the same period ended March 31,
      2006, a decrease of $956. Office and general expenses include travel,
      communications and other similar costs associated with operating the business
      in
      its current state of evolution.




8




We
      incurred management fees of $456,000 in the twelve-month period ended March
      31,
      2006, compared to $86,585 in the same period ended March 31, 2007. Management
      fees during the twelve-month period ended March 31, 2007 were for the services
      of John Simmonds, our CEO, and Carrie Weiler, our Corporate Secretary.
      Management fees, during the twelve month period ended March 31, 2006 consisted
      of $240,000 paid to Simmonds Mercantile and Management Inc. (a related party
      due
      to certain common directors and stockholders) for the services of John Simmonds
      and Carrie Weiler, and other non executive personnel, $180,000 paid to Wireless
      Age Communications, Inc. also a related party due to certain common officers,
      directors and ownership, for the services of Gary Hokkanen, our former CFO
      and
      other managerial level accounting and finance personnel, and $36,000 paid to
      David Smardon, our former Chairman of our Board of Directors, for strategic
      consulting services.





We
      also
      incurred professional and consulting fees of $288,370 in the twelve-month period
      ended March 31, 2006, compared to $91,236 in the same period ended March 31,
      2007. Professional and consulting fees during the current year included various
      fees associated with the former low-cost cell phone business opportunity,
      accounting and legal costs. Professional and consulting fees, in the prior
      year,
      consisted of services provided for investor relations paid with 78,000 shares
      of
      our common stock valued at $60,000, $40,000 of which has been expensed in the
      twelve month period end March 31, 2006, technology development costs associated
      with a new application of the low-cost cell phone in the gaming marketplace,
      paid with 650,000 shares of our common stock, valued at $130,000 of which
      $66,667 has been expensed in the twelve month period ended March 31,
      2006.





We
      incurred interest expense of $8,539 during the year ended March 31, 2006
      compared to $25,882 during the twelve month period ended March 31, 2007.
      Interest expense arises from an 8% promissory note issued to Wireless Age
      Communications, Inc. for unpaid management fees.





As
      a
      result, we incurred a net loss of ($894,850) during the twelve month period
      ended March 31, 2006, (approximately $0.01 per share) compared to a net loss
      of
      ($315,185) in the same period ended March 31, 2007  (approximately
      $0.03 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.





PLAN
      OF
      OPERATION





We
      hold
      the USA licensing, North American manufacturing and Canadian non-government
      distribution rights of photo luminous pigments and production of foil used
      in
      manufacturing of photo luminous materials (“PLM”). and we made a 30% investment
      in an entity that holds the world wide intellectual rights to these PLM
      products. We anticipate beginning to realize on these rights and this investment
      in fiscal 2008.





With
      the
      rights to Prolink International’s PLM formulation, and a North American
      distribution network in place, we have cleared some hurdles already. Looking
      forward, the keys to success will be to further train and equip that network
      for
      anticipated sales, add a North American manufacturing plant to service our
      customers’ needs here, as well as complementing the Norwegian production base,
      and continue to develop awareness and educate the public on the benefits of
      PLM
      with regard to safety and energy conservation.





We
      will
      shortly be unveiling a media strategy to improve awareness regarding PLM Exit
      Signs and Safety Way Guidance Systems (“SWGS”), as well as lobbying all levels
      of government to further effect both energy saving legislation, in addition
      to
      building safety requirements.





Our
      online presence will also be growing, aiding in the education process for both
      our distributors and the general public. The new site will provide improved
      services for our distribution network, as well as the general public. This
      will
      likely include streaming video demonstrations (for both Exit Signs and SWGS),
      an
      on-line product catalogue, product FAQs, and a marketing materials database.





These
      measures, in the short term, address the North American marketplace and our
      presence here. As we develop our infrastructure and grow in sales, we will
      start
      capitalizing on our worldwide opportunities.




9




Following
      that, we are continuing with research and development in order to further
      identify other products and applications for PLM.





We
      will
      need to raise additional cash to continue to pay its operating expenses in
      the
      next twelve months until the revenues of the new venture exceed the day to
      day
      operating costs. We also plan to seek other opportunities in North America.





We
      plan
      to raise additional funds, in the next twelve months, through the issuance
      of
      its common stock or through a combination of equity and debt security
      instruments. It is anticipated that the debt security instruments will have
      conversion features that would cause further dilution to existing
      shareholders.





LIQUIDITY
      AND CAPITAL RESOURCES





Our
      total
      assets increased from zero at March 31, 2006 to $306,189 at March 31, 2007.
      The
      increase is primarily the result of our investment in the PLM
      business.





We
      held a
      30% interest in Prolink Intellectual Properties Inc. which we initially valued
      at $100,000 and also held intangible assets (USA licensing, North American
      manufacturing and Canadian non-government distribution rights to PLM products)
      valued at $100,000. In addition we advanced $105,122 to Prolink North America
      Inc. as part of our agreements under the new business plan.




Our
      total
      liabilities decreased from $791,380 at March 31, 2006 to $686,793 at March
      31,
      2007. The decrease is the result of the conversion of certain liabilities to
      related parties into common stock. Due to related parties balances decreased
      from $683,174 at March 31, 2006 to $437,453 at March 31, 2007. 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.
      Accounts payable and accrued liabilities increased from $108,102 at the
      beginning of the year to $149,340 at the end. The increase in accounts payable
      and accrued liabilities is the result of our efforts to begin to operate under
      the PLM business plan. We also issued a $100,000 promissory note to Lumonall
      Canada Inc. as partial consideration for the acquisition of the USA licensing,
      North American manufacturing and Canadian non-government distribution rights
      to
      PLM products. We are obligated to repay the note over a one year
      term.





The
      stockholders’ deficiency decreased from ($791,380) at March 31, 2006 to
      ($380,604) at March 31, 2007. The decrease is attributable to private placements
      generating net proceeds of $220,811 during the year, the issuance of 27,750,000
      common shares, valued at $405,150 as consideration for assisting in certain
      related party debt forgiveness and our loss of $315,185 for the year. (See
      Statement of Stockholders’ Deficiency contained in the financial
      statements).





At
      March
      31, 2007, we had a working capital deficit of $580,604. We had cash balances
      of
      $1,067 at March 31, 2007 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 $149,340 we
      also
      owe related companies $437,453 without specific repayment terms and $100,000
      through a promissory note which has regular quarter repayment dates over the
      next year. Our only source for capital could be loans or private placements
      of
      common stock.





During
      the fiscal year ended March 31, 2007 we; 1) used $273,947 in cash in operating
      activities arising primarily from operating losses, 2) used $100,000 to acquire
      intangible assets, and 3) generated $375,014 in cash from financing activities.
      Financing activities included cash proceeds of $220,811 from private placements
      of common stock, $100,000 through the issuance of notes payable, $54,307 of
      cash
      proceeds from related parties. We also repaid a $104 bank
      overdraft.





We
      remain
      in the development stage and, since inception, has experienced significant
      liquidity problems and has no significant capital resources now at March 31,
      2007.





Our
      current cash resources are insufficient to support the business over the next
      12
      months and we are unable to carry out any plan of business without funding.
      We
      estimate that we will need a cash infusion of $2.5 million in additional debt
      or
      equity capital to fully implement our business plan in the future and there
      are
      no assurances that we will be able to raise this capital when needed. However,
      while there are no definitive agreements in place as of the date of this Report,
      we are currently engaged in various discussions with interested parties to
      provide these funds or otherwise enter into a strategic alliance to provide
      such
      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.




10




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 substantial funding. Management has taken steps to begin
      sourcing the necessary funding to begin to execute the business
      plan.





We
      estimate 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, 2007, and such losses are expected to continue. In
      addition, we have a working capital deficit of $580,604 and an accumulated
      deficit of $1,787,625. 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.





We
      have a
      debt obligation to repay a $100,000 promissory note in quarterly payments of
      $25,000 on May 31, 2007, August 31, 2007, November 30, 2007 and February 28,
      2008.





Under
      the
      terms of the acquisition of the USA licensing, North American manufacturing
      and
      Canadian non-government distribution rights to PLM products, 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.





We
      also
      became obligated to provide Prolink North America a non-interest bearing secured
      demand loan to pay certain historic amounts owed by Prolink North America Inc.
      to Prolink International AS. As of March 31, 2007, we had advanced approximately
      $105,122 under the requirement. Management estimates the total amount to be
      advanced could be as high as $300,000.





We
      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.





TRENDS





While
      not
      specific to the PLM market, the “green” trend has, and will have tremendous
      influence on our business. David Suzuki changing everyone’s lightbulbs and Al
      Gore preaching about global warming have piqued public awareness and action.
      At
      all levels of government, there is some form of “greening” occurring, and more
      often than not a significant focus is energy-use reduction. Educating both
      the
      government and general public that exchanging a typical energy inefficient
      Exit
      Sign with an energy-free, non-toxic and not radioactive PLM Exit Sign is the
      next step.





Since
      the
      tragic events of 9/11 and continued conflict across the globe, public safety
      awareness is also at an all-time high. After 9/11, New York City passed Bylaw
      26, requiring any building over six storeys high to install safe way guidance
      systems in their exit ways.




11




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.





Intangibles,
      Goodwill and Other Assets





We
      regularly review all of its long-lived assets, including goodwill and other
      intangible assets, for impairment whenever events or changes in circumstances
      indicate that the carrying value may not be recoverable. Factors as consider
      important that could trigger an impairment review include, but are not limited
      to, significant underperformance relative to historical or projected future
      operating results, significant changes in the manner of use of the acquired
      assets or the strategy for the Company’s overall business, and significant
      negative industry or economic trends. When we determine that an impairment
      review is necessary based upon the existence of one or more of the above
      indicators of impairment, we measure any impairment based on a projected
      discounted cash flow method using a discount rate commensurate with the risk
      inherent in our current business model. Significant judgment is required in
      the
      development of projected cash flows for these purposes including assumptions
      regarding the appropriate level of aggregation of cash flows, their term and
      discount rate as well as the underlying forecasts of expected future revenue
      and
      expense. To the extent that events or circumstances cause assumptions to change,
      charges may be required which could be material.





Effective
      October 1, 2005, the Company adopted SFAS No 142, “Goodwill and Other Intangible
      Assets”. SFAS No. 142 no longer permits the amortization of goodwill and
      indefinite-lived intangible assets. Instead, these assets must be reviewed
      annually (or more frequently under prescribed conditions) for impairment in
      accordance with this statement. If the carrying amount of the reporting unit’s
      goodwill or indefinite-lived intangible assets exceeds the implied fair value,
      an impairment loss is recognized for an amount equal to that excess. Intangible
      assets that do not have indefinite lives are amortized over their useful lives.





Investments





Our
      investment consists of common stock of a private Norway based company. The
      investment is accounted for using the equity method.





Fair
      Value of Financial Instruments





The
      carrying value of receivables, bank indebtedness, accounts payable and accrued
      liabilities income taxes payable and customer deposits approximates fair value
      because of the short maturity of these instruments. The carrying value of
      long-term debt, obligations under capital lease and due to and from 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.





**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, 2007.




12




**ITEM
      7 - FINANCIAL STATEMENTS**




**MIDLAND
      INTERNATIONAL CORPORATION**





FINANCIAL
      STATEMENTS





March
      31,
      2007 and 2006





(Stated
      in US Dollars)





F-1





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To
      the
      Board of Directors


and
      Stockholders


Midland
      International Corporation


(A
      Development Stage Company)


Nevada




We
      have
      audited the accompanying balance sheets of Midland International Corporation
      (a
      development stage company) as of March 31, 2007, and the related statements
      of
      operations, changes in stockholders' deficiency, and cash flows for each of
      the
      two years in the period ended March 31, 2007. These financial statements are
      the
      responsibility of the Company's management. Our responsibility is to express
      an
      opinion on these financial statements based on our audits. The
      financial statements of Midland International Corporation (a development stage
      company) for the period from May 1, 1996 (Date of Inception) to March 31, 2004
      were audited by other auditors whose report dated May 3, 2004, expressed an
      unqualified opinion on those statements.





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 audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement.  An
      audit
      also includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements. An audit also includes 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 the Company as of March 31, 2007,
      and the results of its operations and its cash flows for each of the two years
      in the period ended March 31, 2007, in conformity with accounting principles
      generally accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming Midland
      International Corporation will continue as a going concern. As discussed in
      Note
      1 to the financial statements, the Company has incurred losses that have
      resulted in an accumulated deficit. This condition raises substantial doubt
      about the Company’s ability to continue as a going concern. Management’s plans
      regarding this matter are described in Note 1. The financial statements do
      not
      include any adjustments that might result from the outcome of this
      uncertainty.




/s/
                Rotenberg
                & Co., llpRotenberg
                  & Co.,llp
                Rochester,
                  New York
                July
                  13, 2007




F-2





MIDLAND
      INTERNATIONAL CORPORATION


(A
      DEVELOPMENT STAGE COMPANY)


BALANCE
      SHEET


March
      31,
      2007


(Stated
      in US dollars)




**ASSETS**





**2007****Current
                assets**Cash
                and cash equivalents
            
            $
            1,067Due
                from related parties (Note 4)
            
            
            105,122**Total
                current assets**
            
            
            **106,189**Investment
                (Note 5)
            
            
            100,000Intangibles
                (Note 6)
            
            
            100,000**Total
                assets**
            
            **$**
            **306,189****LIABILITIES****Current
                liabilities**Accounts
                payable and accrued liabilities
            
            $
            149,340Due
                to related parties (Note 4)
            
            
            437,453Note
                payable (Note 7)
            
            
            100,000**Total
                current liabilities**
            
            
            **686,793****STOCKHOLDERS’
                DEFICIENCY**Preferred
                stock, $0.001 par value; 5,000,000
              shares
                authorized, no shares issued and outstanding
            
            
            -Common
                stock, $.001 par value; 100,000,000 shares
              authorized,
                85,867,654 shares issued and outstanding (Note 9)
            
            
            85,868Additional
                paid-in capital
            
            
            1,321,153Accumulated
                deficit
            
            
            (1,787,625
            )**Total
                stockholders’ deficiency**
            
            
            **(380,604**
            **)****Total
                liabilities and stockholders’ deficiency**
            
            **$**
            **306,189**




The
      accompanying notes are an integral part of these financial
      statements




F-3




**MIDLAND
      INTERNATIONAL CORPORATION**


(A
      DEVELOPMENT STAGE COMPANY)


STATEMENT
      OF OPERATIONS


For
      the
      years ended March 31, 2007 and 2006 and the period


from
      May
      1, 1996 (Date of Inception) to March 31, 2007


( Stated
      in US Dollars )




May
                  1, 1996Year
                  Ended
              
              
              Year
              
              
              (Inception)
                  toMarch
                  31,
              
              
              Ended
                  March 31,
              
              
              March
                  31,2007
              
              
              2006
              
              
              2007**Revenues**
              
              $
              -
              
              $
              60,000
              
              $
              60,000**Cost
                  of sales**
              
              
              -
              
              
              49,500
              
              
              49,500**Gross
                  profit**
              
              
              -
              
              
              10,500
              
              
              10,500**Selling
                  and administrative costs**Management
                  fees
              
              
              86,585
              
              
              456,000
              
              
              810,585Office
                  and general
              
              
              111,482
              
              
              112,438
              
              
              354,710Professional
                  and consulting fees
              
              
              91,236
              
              
              288,370
              
              
              558,356Amortization
              
              
              -
              
              
              -
              
              
              50**Total
                  costs and expenses**
              
              
              **289,303**
              
              
              **856,808**
              
              
              **1,723,701****Net
                  loss from operations**
              
              
              **(289,303**
              **)**
              
              **(846,308**
              **)**
              
              **(1,713,201**
              **)**Other
                  expenses (gains):Interest
              
              
              25,882
              
              
              8,539
              
              
              34,421Realized
                  loss on disposal of assets
              
              
              -
              
              
              10,003
              
              
              10,003Write
                  off of intangible assets
              
              
              -
              
              
              30,000
              
              
              30,000**Net
                  income (loss) before income taxes**
              
              
              **(315,185**
              **)**
              
              **(894,850**
              **)**
              
              **(1,787,625**
              **)**Provision
                  for income taxes (Note 3)
              
              
              -
              
              
              -
              
              
              -**Net
                  income (loss)**
              
              **$**
              **(315,185**
              **)**
              **$**
              **(894,850**
              **)**
              **$**
              **(1,787,625**
              **)**Earnings
                  (loss) per share of common stock - Basic and Diluted
              
              $
              (0.008
              )
              $
              (0.03
              )
              $
              (0.09
              )Weighted
                  average number of common
                shares
                  outstanding - Basic and Diluted
              
              
              38,146,568
              
              
              31,027,176
              
              
              20,027,838




The
      accompanying notes are an integral part of these
      financial statements




F-4





**MIDLAND
      INTERNATIONAL CORPORATION**


(A
      DEVELOPMENT STAGE COMPANY)


Statement
      of Changes in Stockholders’ Deficiency


Period
      from May 1, 1996 to March 31, 2007




Common
                stockShares
            
            
            Par
                Value Amount
            
            
            Additional
                Paid - In Capital
            
            
            Accumulated
                (Deficit) from Inception
            
            
            Total**Balance,
                May 1, 1996**
            
            
            **-**
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Issuance
                of common stock
            
            
            **24,000,000**
            ****
            ****
            **24,000**
            ****
            ****
            **(23,700**
            **)**
            ****
            **-**
            ****
            ****
            **300**Net
                loss from inception to March 31, 2003
            
            
            -
            
            
            -
            
            
            -
            
            
            (300
            )
            
            (300
            )**Balance,
                March 31, 2003**
            
            ****
            **24,000,000**
            ****
            **$**
            **24,000**
            ****
            **$**
            **(23,700**
            **)**
            **$**
            **(300**
            **)**
            **$**
            **-**Net
                loss for year ended March 31, 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            (18,886
            )
            
            (18,886
            )**Balance,
                March 31, 2004**
            
            
            **24,000,000**
            ****
            **$**
            **24,000**
            ****
            **$**
            **(23,700**
            **)**
            **$**
            **(19,186**
            **)**
            **$**
            **(18,886**
            **)**Exchange
                of debt for equity
            
            
            -
            
            
            -
            
            
            30,500
            
            
            -
            
            
            30,500Issuance
                of common stock to purchase assets
            
            
            3,000,000
            
            
            3,000
            
            
            71,503
            
            
            -
            
            
            74,503Issuance
                of common stock for consulting services
            
            
            78,000
            
            
            78
            
            
            59,922
            
            
            -
            
            
            60,000Issuance
                of common stock pursuant to private placements
            
            
            1,250,000
            
            
            1,250
            
            
            213,750
            
            
            -
            
            
            215,000Common
                stock issued for consulting services provided
            
            
            650,000
            
            
            650
            
            
            64,350
            
            
            -
            
            
            65,000Net
                loss for year ended March 31, 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            (558,404
            )
            
            (558,404
            )**Balance,
                March 31, 2005**
            
            
            **28,978,000**
            
            
            **28,978**
            
            
            **416,325**
            
            
            **(577,590**
            **)**
            
            **(132,287**
            **)**Issuance
                of common stock for cash received prior to March 31, 2006
            
            
            900,000
            
            
            900
            
            
            (900
            )
            
            -
            
            
            -Issuance
                of common stock pursuant to private placements
            
            
            600,000
            
            
            600
            
            
            59,400
            
            
            -
            
            
            60,000Issuance
                of common stock for consulting services provided
            
            
            350,000
            
            
            350
            
            
            64,650
            
            
            -
            
            
            65,000Issuance
                of common stock pursuant to private placements
            
            
            2,400,000
            
            
            2,400
            
            
            100,297
            
            
            -
            
            
            102,697Cash
                received for shares issued after year end
            
            
            -
            
            
            -
            
            
            8,060
            
            
            -
            
            
            8,060Net
                loss for year ended March 31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            (894,850
            )
            
            (894,850
            )**Balance,
                March 31, 2006**
            
            
            **33,228,000**
            
            **$**
            **33,228**
            ****
            **$**
            **647,832**
            ****
            **$**
            **(1,472,440**
            **)**
            **$**
            **(791,380**
            **)**




The
      accompanying notes are an integral part of these
      financial statements




F-5




**MIDLAND
      INTERNATIONAL CORPORATION**


(A
      DEVELOPMENT STAGE COMPANY)


Statement
      of Changes in Stockholders’ Deficiency


For
      the
      year ended March 31, 2007




Common
                stockShares
            
            
            Par
                Value Amount
            
            
            Additional
                Paid - In Capital
            
            
            Accumulated
                (Deficit) from Inception
            
            
            Total**Balance,
                March 31, 2006**
            
            
            **33,228,000**
            ****
            **$**
            **33,228**
            ****
            **$**
            **647,832**
            ****
            **$**
            **(1,472,440**
            **)**
            **$**
            **(791,380**
            **)**Issuance
                of common stock for cash received prior to March 31, 2006
            
            
            189,654
            
            
            190
            
            
            (190
            )
            
            -
            
            
            -Issuance
                of common stock pursuant to private placements
            
            
            2,000,000
            
            
            2,000
            
            
            83,811
            
            
            -
            
            
            85,811Issuance
                of common stock pursuant to private placements
            
            
            2,700,000
            
            
            2,700
            
            
            132,300
            
            
            -
            
            
            135,000Issuance
                of common stock pursuant to investment
            
            
            20,000,000
            
            
            20,000
            
            
            80,000
            
            
            -
            
            
            100,000Issuance
                of common stock pursuant to debt forgiveness
            
            
            27,750,000
            
            
            27,750
            
            
            377,400
            
            
            -
            
            
            405,150Loss
                for year ended March 31, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            (315,185
            )
            
            (315,185
            )**Balance,
                March 31, 2007**
            
            
            **85,867,654**
            ****
            **$**
            **85,868**
            ****
            **$**
            **1,321,153**
            ****
            **$**
            **(1,787,625**
            **)**
            **$**
            **(380,604**
            **)**




The
      accompanying notes are an integral part of these
      financial statements


F-6




**MIDLAND
      INTERNATIONAL CORPORATION**


(A
      DEVELOPMENT STAGE COMPANY)


STATEMENTS
      OF CASH FLOW


For
      the
      years ended March 31, 2007 and 2006 and from


May
      1,
      1996 (Date of Inception) to March 31, 2007


( Stated
      in US Dollars )




**For
                the year ended March 31, 2007**
            
            **For
                the year ended March 31, 2006**
            
            **May
                1, 1996 (Inception) to March 31, 2007****Operating
                activities**(Loss)
            
            $
            (315,185
            )
            $
            (894,850
            )
            $
            (1,787,625
            )**Adjustments
                to reconcile net (loss) to net**
              **cash(used)
                by operating activities:**Amortization
            
            
            -
            
            
            -
            
            
            50Write
                down of intangible assets
            
            
            -
            
            
            30,000
            
            
            30,000Bad
                debt expense
            
            
            -
            
            
            60,000
            
            
            60,000Loss
                on disposal of capital assets
            
            
            -
            
            
            10,003
            
            
            10,003Issuance
                of common stock for services
            
            
            -
            
            
            106,667
            
            
            160,250**Changes
                in operating assets and liabilities:**Decrease
                (increase) in accounts receivable
            
            
            -
            
            
            (60,000
            )
            
            (60,000
            )Decrease
                (increase) in inventory
            
            
            -
            
            
            49,500
            
            
            49,500Increase
                (decrease) in accounts payable
            
            
            41,238
            
            
            37,971
            
            
            149,340**Net
                cash provided by (used in) operating activities**
            
            
            **(273,947**
            **)**
            
            **(660,709**
            **)**
            
            **(1,388,482**
            **)****Investing
                activities**Proceeds
                from disposal of capital assets
            
            
            -
            
            
            15,000
            
            
            15,000**Net
                cash provided by (used in) investing activities**
            
            
            **-**
            
            
            **15,000**
            
            
            **15,000****Financing
                activities**Increase
                (decrease) in bank indebtedness
            
            
            (104
            )
            
            104
            
            
            -Proceeds
                from private placements
            
            
            220,811
            
            
            170,757
            
            
            637,068Increase
                in due to related parties
            
            
            54,307
            
            
            426,566
            
            
            737,481**Net
                cash provided by (used in) financing activities**
            
            
            **275,014**
            
            
            **597,427**
            
            
            **1,374,549****Increase
                (decrease) in cash and cash equivalents**
            
            
            **1,067**
            
            
            **(48,282**
            **)**
            
            **1,067****Cash
                and cash equivalents, beginning of year**
            
            
            **-**
            
            
            **48,282**
            
            
            **-****Cash
                and cash equivalents, end of year**
            
            **$**
            **1,067**
            ****
            **$**
            **-**
            ****
            **$**
            **1,067**
            ****





Non
      cash
      activities:





During
      the year ended March 31, 2007 the Company:





1.
            Issued
                a $100,000 promissory note to a related party as partial consideration
                for
                intellectual property rights valued at
                $100,000.


2.
            Issued
                20,000,000 common shares for a 30% investment in a private Norweigan
                entity, valued at $100,000.


3.
            Agreed
                to issue 35,000,000 common shares for debt forgiveness of by related
                parties of $511,000, of which 27,750,000 common shares were issued
                prior
                to March 31, 2007, valued at
                $405,150.




The
      accompanying notes are an integral part of these financial
      statements





F-7





**MIDLAND
      INTERNATIONAL CORPORATION**


(A
      DEVELOPMENT STAGE COMPANY)


STATEMENTS
      OF CASH FLOW


For
      the
      years ended March 31, 2007 and 2006 and from


May
      1,
      1996 (Date of Inception) to March 31, 2007


( Stated
      in US Dollars )




**Supplemental
      Disclosures of Cash Flow Information:**




**For
                the year ended March 31, 2007**
            
            
            **For
                the**
              **year
                ended March 31, 2006**
            
            
            **May
                1, 1996 (Inception) to March 31, 2007**Cash
                paid during the year for:Interest
            
            
            -
            
            
            -
            
            $
            -Income
                taxes
            
            
            -
            
            
            -
            
            
            --
            
            
            
            
            $
            -Non-cash
              investing
              activities:Stock
                issued in exchange for consulting services
            
            
            -
            
            
            -
            
            $
            60,000Stock
                issued in exchange for asset acquisition
            
            
            -
            
            
            -
            
            
            74,503Stock
                issued in exchange for technology development
            
            
            -
            
            
            -
            
            
            65,000Total
                non-cash investing activities
            
            
            -
            
            
            -
            
            $
            199,503




The
      accompanying notes are an integral part of these financial
      statements





F-8


**MIDLAND
        INTERNATIONAL CORPORATION**
 NOTES
        TO
        THE FINANCIAL STATEMENTS
 March
        31,
        2007 and 2006 and the period from
 May
        1,
        1996 (Date of Inception) to March 31, 2007
 (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 $580,604 and an accumulated deficit
      of $1,787,625 at March 31, 2007. 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, 2007, 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.





**Description
      of business**





The
      financial statements presented are those of Midland International Corporation
      (the "Company"). The Company is a development stage company since planned
      business operations have not commenced. As of February 2007, the Company adopted
      a new business plan. The Company acquired the United States licensing, North
      American manufacturing and Canadian non-government distribution rights of photo
      luminous pigments and production of foil used in manufacturing of photo luminous
      materials (“PLM”). The Company also made a 30% investment in an entity that hold
      the world wide intellectual property rights to PLM products.




The
      Company was initially 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 June 23, 1998. On November 12, 1999, it was
      re-domiciled in the State of Nevada by merging into its wholly owned subsidiary,
      Midland International Corporation, which now is the name of the Company. As
      a
      result of the merger, the Company has changed the par value of its common stock
      to $.001. The accompanying financial statements have been restated to reflect
      this change.





**Recent
      Developments**





**Management
      Fee Forgiveness**





In
      February 2007, the Company agreed to issue 35,000,000 shares of its common
      stock
      to a group of investors led by an officer and director of the Company, in
      exchange for management fee forgiveness by certain related parties (Note 8).
      As
      of March 31, 2007, 27,750,000 shares had been issued.





**Prolink
      North America and Prolink International AS Agreements**





In
      February 2007, the Company entered into a series of agreements whereby it
      acquired the United States licensing and North American manufacturing rights
      of
      photo luminous pigments and production of foil used in manufacturing of photo
      luminous materials (Note 6) and made a 30% investment in Prolink Property Rights
      AS (“PPRAS”) which holds the world wide intellectual property rights to PLM
      products (Note 5).





The
      agreements form part of the Company’s new business plan involved with photo
      luminous products initially in the exit sign and safety way guidance systems
      sector.




F-9




**MIDLAND
        INTERNATIONAL CORPORATION**
 NOTES
        TO
        THE FINANCIAL STATEMENTS
 March
        31,
        2007 and 2006 and the period from
 May
        1,
        1996 (Date of Inception) to March 31, 2007
 (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.




**Cash
      and cash equivalents**




Cash
      and
      cash equivalents include time deposit, certificates of deposits, and all highly
      liquid debt instruments with original maturities of three months or less. The
      Company maintains cash and cash equivalents at financial institutions, which
      periodically may exceed federal insured amounts.




**Software
      development costs**





Software
      development costs meeting revocability tests are capitalized, under SFAS No.
      86,
“Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise
      Marketed,” and amortized on a product-by-product basis over their economic life,
      ranging from three to five years, or the ratio of current revenues to current
      and anticipated revenues from such software, whichever provides greater
      amortization in a particular period. The Company capitalized $30,000 of
      development costs in 2005 and $0 of development costs in 2006. The Company
      amortized $0 of development costs in 2006 and 2005. The Company periodically
      reviews the carrying value of capitalized software development costs and
      impairments are recognized in the results of operations when the expected future
      undiscounted operating cash flow derived from the capitalized software is less
      than its carrying value. It was determined by the management of the Company
      that
      the software development costs no longer had any value and were written off
      at
      March 31, 2006.





**Research
      and development**





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





**Development
      stage**





The
      Company has operated as a development stage enterprise since its inception
      by
      devoting substantially all of its efforts to financial planning, raising
      capital, research and development, and developing markets for its products.
      Accordingly, the financial statements of the Company have been prepared in
      accordance with the accounting and reporting principles prescribed by SFAS
      No.
      7, “Accounting and Reporting by Development Stage Enterprises,” issued by
      FASB.





The
      Company was substantially inactive from May 1, 1996 through September 30, 2004.
      Activities began on or about October 1, 2004.





The
      Company had revenues of $60,000 in the twelve month period ended March 31,
      2006.
      The Company sold the entire analog cell phone handset inventory to a single
      customer in exchange for a $60,000 non-interest bearing promissory note due
      June
      21, 2006. The gross profit earned on the sale was $10,500. The Company also
      sold
      all capital assets and intellectual property associated with the analog cell
      phone handset business to the same customer for $15,000 cash resulting in the
      loss on disposal of capital assets of $10,003.




F-10




**MIDLAND
        INTERNATIONAL CORPORATION**
 NOTES
        TO
        THE FINANCIAL STATEMENTS
 March
        31,
        2007 and 2006 and the period from
 May
        1,
        1996 (Date of Inception) to March 31, 2007
 (Stated
        in US Dollars)




In
      February 2007 the Company acquired a 30% investment in Prolink Property Rights
      AS and the United States licensing and North American manufacturing rights
      of
      photo luminous materials. As of March 31, 2007 the Company has not realized
      a
      return on its rights and Prolink Property Rights AS has not been active yet.
      The
      Company remains a development stage enterprise as this stream of revenue is
      non-recurring.





**Intangible
      assets**





The
      Company follows SFAS No 142, “Goodwill and Other Intangible Assets”. SFAS No.
      142 permits the amortization of indefinite lived intangible assets over their
      useful lives.





Licensing,
      manufacturing and distribution rights are intangible assets the Company acquired
      in anticipation of future revenues. Amortization is provided for on a
      straight-line basis over five years. The Company will begin to amortize the
      rights upon putting the assets into use.





The
      Company annually reviews all of its long-lived assets, including intangible
      assets, for impairment whenever events or changes in circumstances indicate
      that
      the carrying value may not be recoverable based on undiscounted cash flows.
      Factors the Company considers important that could trigger an impairment review
      include, but are not limited to, significant underperformance relative to
      historical or projected future operating results, significant changes in the
      manner of use of the acquired assets or the strategy for the Company’s overall
      business, and significant negative industry or economic trends and the current
      fair market value if available. When management determines that an impairment
      review is necessary based upon the existence of one or more of the above
      indicators of impairment, the Company measures any impairment based on a
      projected discounted cash flow method using a discount rate commensurate with
      the risk inherent in our current business model. Significant judgment is
      required in the development of projected cash flows for these purposes including
      assumptions regarding the appropriate level of aggregation of cash flows, their
      term and discount rate as well as the underlying forecasts of expected future
      revenue and expense. To the extent that events or circumstances cause
      assumptions to change, charges may be required which could be material.





**Investments**





The
      Company’s investment consists of common stock of a private Norway based company.
      The investment is accounted for using the equity method.




**Fair
      value of financial instruments**




The
      carrying value of 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 Statement 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.




F-11




**Earnings
      and loss per common share**





The
      Company reports loss per share in accordance with Statement of Financial
      Accounting Standards 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”.





**Recently
      issued accounting standards**





In
      July
      2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes - an interpretation of FASB Statement No. 109 (FIN 48), which
      clarifies the accounting for uncertainty in tax positions. This Interpretation
      requires that we recognize in our financial statements, the impact of a tax
      position, if that position is more likely than not of being sustained on audit,
      based on the technical merits of the position. The provisions of FIN 48 are
      effective as of the beginning of our 2008 fiscal year, with the cumulative
      effect of the change in accounting principle recorded as an adjustment to
      opening retained earnings. We are currently evaluating the impact of adopting
      FIN 48 on our financial statements.





In
      September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles (GAAP), and expands disclosures about
      fair value measurements. This Statement applies under other accounting
      pronouncements that require or permit fair value measurements, the Board having
      previously concluded in those accounting pronouncements that fair value is
      the
      relevant measurement attribute. Accordingly, this Statement does not require
      any
      new fair value measurements. However, for some entities, the application of
      this
      Statement will change current practice. This Statement is effective for
      financial statements issued for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. The management is currently
      evaluating the effect of this pronouncement on financial
      statements.





In
      September 2006, the SEC issued Staff Accounting Bulletin No. 108 “Considering
      the Effects of Prior Year Misstatements when Quantifying Misstatements in
      Current Year Financial Statements” (“SAB 108”). SAB 108 provides guidance on how
      to evaluate prior period financial statement misstatements for purposes of
      assessing their materiality in the current period. If the prior period effect
      is
      material to the current period, then the prior period is required to be
      corrected. Correcting prior year financial statements would not require an
      amendment to prior year financial statements, but such correction would be
      made
      the next time the company files the prior year financial statements. Upon
      adoption, SAB 108 allows a one-time transitional cumulative effect adjustment
      to
      retained earnings for correction of prior period misstatement required under
      this statement. SAB108 is effective for fiscal years ending after November
      15,
      2006. The adoption of SAB108 did not have a material effect on the Company’s
      financial statements.





In
      February 2007, the FASB issued FASB Statement NO. 159, “The Fair Value Option
      for Financial Assets and Financial Liabilities - Including an Amendment of
      FASB
      Statement No. 115” (“SFAS 159”). The fair value option established by SFAS 159
      permits all entities to choose to measure eligible items at fair value at
      specified election dates. A business entity will report unrealized gains or
      loses on items for which the fair value option has been elected in earnings
      (or
      another performance indication if the business entity does not report earnings)
      at each subsequent reporting date. The fair value option: (a) may be applied
      instrument by instrument, with a few exceptions, such as investments otherwise
      accounted for by the equity method; (b) is irrevocable (unless a new election
      date occurs); and (c) is applied only to entire instruments and not to portions
      of instruments. FASB No. 159 is effective as of the beginning of the fiscal
      years beginning after November 15, 2007. The adoption of SFAS 159 is not
      expected to be material to the Company’s financial statements.




F-12




**MIDLAND
        INTERNATIONAL CORPORATION**
 NOTES
        TO
        THE FINANCIAL STATEMENTS
 March
        31,
        2007 and 2006 and the period from
 May
        1,
        1996 (Date of Inception) to March 31, 2007
 (Stated
        in US Dollars)




**Note
      3 - Income Taxes**





The
      provision for income taxes has the following components.





2007
            
            2006Current
                income taxes
            
            
            -
            
            
            -Deferred
                income taxes
            
            
            -
            
            
            --
            
            
            -




The
      tax
      effects of temporary differences and carryforwards that give rise to significant
      portions of deferred tax assets and liabilities consist of the
      following:





2007
            
            2006Deferred
                tax assets (liabilities)Net
                operating loss carryforwards
            
            
            645,000
            
            
            530,000Valuation
                allowance
            
            
            (645,000
            )
            
            (530,000
            )Net
                deferred tax assets (liability)
            
            
            -
            
            
            -





At
      March
      31, 2007 the Company has net operating loss carryforwards of $1,787,000. If
      not
      used, the carryforwards will expire as follows:




2024
            19,0002025
            557,0002026
            896,0002027
            315,0001,787,000





**Note
      4 - Related Party Transactions**





Periodically
      expenses of the Company are paid by related parties on behalf of the Company.
      These transactions result in non-interest bearing payables to related parties
      with no specific terms of repayment. At March 31, 2007, payables to related
      parties amounted to $437,453 and receivables from related parties amounted
      to
      $105,122. Related parties of the Company include entities under common
      management.





The
      Company was obligated to pay $20,000 per month to December 2005 for management
      services of certain executives to Wireless Age Communications Inc. (“Wireless
      Age”). On December 31, 2005, the Company terminated the management services
      agreement and provided Wireless Age an 8% promissory note in the amount of
      $424,734, pursuant to which the Company agreed to repay the note over a one
      year
      period with an initial payment of $100,000 on March 15, 2006, followed by three
      payments of $108,244.66 on June 30, 2006, September 30, 2006 and December 31,
      2006. The Company also agreed to enter into a General Security Agreement
      providing a first charge security position on all of the assets of the Company
      to Wireless Age. On June 28, 2006, Wireless Age agreed to provide an option
      to
      John Simmonds to acquire its interest in the Company and the promissory note
      for
      a cash payment of $200,000 before December 31, 2006.On December 31, 2006, a
      portion of the option expired and subsequently Wireless Age agreed to accept
      $150,000 over a six month period beginning June 2007 as repayment of the
      principal under promissory note plus accrued and unpaid interest. The Company
      offset the forgiveness of $300,000 of debt as part of an exchange for issuance
      of common shares (Note 8).




F-13




**MIDLAND
          INTERNATIONAL CORPORATION**
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 March
          31,
          2007 and 2006 and the period from
 May
          1,
          1996 (Date of Inception) to March 31, 2007
 (Stated
          in US Dollars)




The
      Company is obligated to pay Simmonds Mercantile and Management Inc. (“Simmonds
      Mercantile”) $20,000 per month for certain executive level management services.
      The Company’s head office was also located at the offices of Simmonds
      Mercantile. Simmonds Mercantile is solely owned by the Company’s CEO John
      Simmonds. In the fourth quarter Simmonds Mercantile agreed to forgive unpaid
      management fees (and other related parties of Simmonds Mercantile) of
      approximately $175,000 as part of a commitment to issue 35,000,000 common shares
      for debt forgiveness to a group of investors led by an officer and director
      (Note 8). As of March 31, 2007, 27,750,000 common shares had been
      issued.





Pursuant
      to the terms of consulting services agreement with David Smardon, a shareholder
      and director the Company, the Company is obligated to pay $3,000 per month
      for
      his strategic consulting services. At March 31, 2006 the Company owed $36,000
      for consulting services provided. During the twelve month period ended March
      31,
      2007 David Smardon agreed to forgive the obligation and accordingly the Company
      reversed the fees within professional and consulting expenses in the current
      year. Pursuant to the Company’s acquisition of the US licensing and
      manufacturing rights (Note 6) the Company agreed to fund the payment of certain
      cash obligations of Prolink North America Inc. As at March 31, 2007, the Company
      had advanced $105,122 to Prolink North America Inc. for such purposes. In
      addition 7,250,000 shares of the Company’s common stock, valued at $105,850) had
      not been issued to Lumonall Canada Inc. and has been recorded as current related
      party liability.





At
      March
      31, 2007, the amounts due to related parties were:





Wireless
                Age Communications, Inc.
            
            $
            150,000John
                Simmonds and entities controlled by John Simmonds
            
            
            181,603Lumonall
                Canada Inc.
            
            
            105,850$
            437,453





At
      March
      31, 2007, the amounts due from related parties were:





Prolink
                North America Inc.
            
            $
            105,122




**Note
      5 - Investments**





Pursuant
      to an agreement entered into on February 13, 2007, the Company issued 20,000,000
      shares of its common stock 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 has significant influence over the business affairs of PPRAS and
      accordingly accounts for the investment using the equity method.





The
      Company valued the initial investment in PPRAS at $100,000. The Company’s
      carrying value of its investment in PPRAS can be summarized as
      follows:





Initial
                investment
            
            $
            100,000Less:Equity
                share of earnings (losses) from inception to March 31,
                2007
            
            
            -$
            100,000




F-14




**MIDLAND
        INTERNATIONAL CORPORATION**
 NOTES
        TO
        THE FINANCIAL STATEMENTS
 March
        31,
        2007 and 2006 and the period from
 May
        1,
        1996 (Date of Inception) to March 31, 2007
 (Stated
        in US Dollars)




**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 Lumonal Canada Inc. Lumonall is
      considered a related party by virtue of certain common officers and directors.
      Lumonall obtained the North American PLM rights from PPRAS. The PLM rights
      are
      indefinite lived assets and have been valued initially at $100,000. The Company
      conservatively estimates the useful life of the rights at 5 years and
      accordingly is amortizing the initial value on a straight line basis over the
      estimated useful life. The PLM rights had not been put into use prior to year
      end and therefore were not amortized.





The
      Company’s carrying value of the intangible assets is summarized as
      follows:





Initial
                investment in rights
            
            $
            100,000Less:Amortization
                to March 31, 2007
            
            
            -$
            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. As of March 31, 2007,
      the Company had advanced approximately $105,122 under the requirement. The
      Company estimates the total amount to be advanced could be as high as
      $300,000.





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.





Pursuant
      to the terms of the acquisition the Company agreed to issue a $100,000 note
      payable to Lumonall Canada Inc. (Note 7).





**Note
      7 - Note Payable**




2007
            
            2006Note
                payable, unsecured, non-interest bearing, repayable in four instalment
                payment of $25,000 on May 31, 2007, August 31, 2007, November 30,
                2007 and
                February 28, 2008 (principal $100,000).
            
            $
            100,000
            
            $
            -Less:
                current portion:
            
            
            (100,000
            )
            
            -$
            -
            
            $
            -





**Note
      8 - Management Fee Forgiveness**





During
      fiscal 2007, the Company agreed to issue up to 35,000,000 shares of its common
      stock to a group on investors led by an officer and director of the Company
      in
      exchange for organizing the forgiveness of liabilities to Wireless Age
      Communications, Inc., Simmonds Mercantile and Management Inc. and David Smardon
      for unpaid management and consulting fees.




F-15




**MIDLAND
        INTERNATIONAL CORPORATION**
 NOTES
        TO
        THE FINANCIAL STATEMENTS
 March
        31,
        2007 and 2006 and the period from
 May
        1,
        1996 (Date of Inception) to March 31, 2007
 (Stated
        in US Dollars)




An
      officer and director of the Company negotiated the forgiveness of $300,000
      in
      unpaid management fees to Wireless Age Communications, Inc., $175,000 in unpaid
      management fees to Simmonds Mercantile and Management Inc. and $36,000 in unpaid
      consulting fees to David Smardon.





The
      Company valued the shares issuable pursuant to this agreement at
      $511,000.





**Note
      9 - Shareholders’ Equity**





**Preferred
      stock**


No
      shares
      of the Company's preferred stock have been issued as of March 31, 2007.
      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.





**Common
      stock**





The
      Company has the authority to issue 100,000,000 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, 2007, there were 85,867,654 shares of common stock issued and
      outstanding.





During
      fiscal 2007, the Company issued 189,654 shares of its common stock in exchange
      for cash of $8,060 ($0.0425 per share) received in the previous
      period.




Also
      during 2007, the Company raised $85,811 by issuing 2,000,000 shares of its
      common stock for $0.043 per share. In February 2007, the board of directors
      of
      the Company authorized a private placement of up to 20,000,000 common shares
      at
      $0.05 per share, of which 2,700,000 common shares ($135,000) was issued prior
      to
      March 31, 2007.





Also
      during 2007, the Company issued 20,000,000 shares of its common stock, valued
      at
      $100,000 to acquire a 30% investment in PPRAS (Note 5) and agreed to issue
      35,000,000 shares of its common stock, valued at $511,000, (of which 27,750,00
      common shares had been issued prior to year end) to a group of investors led
      by
      an officer and director of the Company for assisting with the negotiation of
      debt forgiveness (Note 8).





**Note
      10 - Commitments and Contingencies**





The
      Company has no lease commitments.





Royalties:





The
      Company is obligated to pay Prolink North America Inc. approximately $1.73
      (CAD$2.00) per sign to a maximum of approximately $866,101 (CAD$1,000,000)
      and
      1% of sales of other PLM products as a royalty. The Company is also obligated
      to
      pay a further royalty of 15% of EBITDA to a maximum of $500,000 to Lumonall
      Canada Inc.





**Note
      11 - Subsequent Events**





Warrants
      Issued




F-16




**MIDLAND
        INTERNATIONAL CORPORATION**
 NOTES
        TO
        THE FINANCIAL STATEMENTS
 March
        31,
        2007 and 2006 and the period from
 May
        1,
        1996 (Date of Inception) to March 31, 2007
 (Stated
        in US Dollars)


On
      April
      30, 2007, the Company issued two tranches of warrants to purchase 4,000,000
      shares of the Company’s common stock each. Warrants to purchase 4,000,000 common
      shares exercisable at $0.05 per share, at any time prior to April 13, 2009,
      were
      issued to Michael Heatherman and warrants to purchase 4,000,000 shares of the
      Company’s common stock exercisable at $0.05 per share, at any time prior to
      April 13, 2009 were issued to Katemy Holdings Inc., an entity controlled by
      Mr.
      Heatherman. The latter warrants vest 1,000,000 each for each bona fide PLM
      distributor signed up by Mr. Heatherman.





Change
      in
      Directors





On
      February 7, 2007, Carrie Weiler was appointed a director of the Company. On
      February 11, 2007, David Smardon, Ken Adelberg, Ralph Hadley, Gregory Laborde
      and Italo Cerra resigned as directors of the Company. Following the resignations
      the board of directors consisted of John Simmonds and Carrie
      Weiler.





The
      Company intends to be reconstituted the board with directors associated with
      Prolink North America Inc. and Prolink International AS shortly.





Private
      Placement





As
      of
      June 29, 2007, the Company had issued a further 8,380,000 shares of its common
      stock pursuant to the $0.05 per share private placement.





Management
      Fee Forgiveness Commitment





As
      of
      June 29, 2007, the Company had issued a further 2,450,000 shares of its common
      stock as consideration for assisting with the negotiation of management fee
      forgiveness (Note 8). Total number of common shares issued pursuant to the
      35,000,000 common share commitment was 30,200,000.





Consulting
      Fee





Subsequent
      to year end the Company issued 2,000,000 shares of its common stock to a
      shareholder as a consulting fee for services provided with the $0.05 per share
      private placement.





Name
      Change





The
      Company intends to change its name, during the year ended March 31, 2008, from
      Midland International Corporation to Lumonall Inc. to better reflect the new
      business plan.







F-17





**ITEM
      8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND**


**FINANCIAL
      DISCLOSURE**





Effective
      on May 9, 2005, we engaged Rotenberg & Co. LLP to audit our financial
      statements. Prior to its engagement, we had not consulted with Rotenberg &
Co LLP with respect to: (i) the application of accounting principles to a
      specified transaction, either completed or proposed; (ii) the type of audit
      opinion that might be rendered on our financial statements; or (iii) any matter
      that was either the subject or disagreement (as defined in Item 304(a)(1)(iv)
      of
      Regulation S-K) or a reportable event (as described in Item 304(a)(1)(iv) of
      Regulation S-K.





Our
      Board
      of Directors approved the change in accountants described herein.





ITEM
      8A -
      CONTROLS AND PROCEDURES





We
      maintain a system of disclosure controls and procedures that is designed to
      provide reasonable assurance that information, which is required to be
      disclosed, is accumulated and communicated to management in a timely manner.
      We
      have concluded that the disclosure controls and procedures are effective at
      the
      reasonable assurance level as of the date of this report and that the system
      is
      operating in an effective way to ensure appropriate and timely
      disclosure.





The
      term
“disclosure controls and procedures” means controls and other procedures of ours
      that are designed to ensure that information required to be disclosed by us
      in
      the reports that it files or submits under the Securities Exchange Act of 1934,
      as amended (15 U.S.C. 78a et seq.) (the “Act”) is recorded, processed,
      summarized and reported, within the time periods specified in the U.S.
      Securities and Exchange Commission's rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed by this Company in the reports
      that it files or submits under the Act is accumulated and communicated to our
      management, including its principal executive and principal financial officers,
      or persons performing similar functions, as appropriate to allow timely
      decisions regarding required disclosure.





There
      were no significant changes in our internal controls or in other factors that
      could significantly affect these controls subsequent to the date of their
      evaluation, including any corrective actions with regard to significant
      deficiencies and material weaknesses.





13





**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH
      SECTION 16(A) OF THE EXCHANGE ACT.**





Our
      current directors are John G. Simmonds and Carrie Weiler. Their terms expire
      upon the election and qualification of their successors.





On
      February 7, 2007, Carrie Weiler was appointed a director. On February 11, 2007,
      David Smardon, Ken Adelberg, Ralph Hadley, Gregory Laborde and Italo Cerra
      resigned as directors. We intend to be reconstituted the board with directors
      associated with Prolink North America Inc. and Prolink International AS
      shortly.





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





**Name**
            **Age**
            **Position**John
                G. Simmonds
            56
            Chairman
                of the BoardCarrie
                J. Weiler
            48
            Director





**Biographical
      Information Regarding Directors**




**John
      G. Simmonds, President, Chief Executive Officer and Chairman of the Board.** Mr. Simmonds
      has 40 years experience in the communications sector. He has served as a
      Director and Chief Executive Officer of the Company since September 2004. He
      serves as Chief Executive Officer and Chairman of the Board of Wireless Age
      Communications, Inc. Mr. Simmonds was appointed Chief Executive Officer of
      Racino Royale Inc. in June 2006. He also serves as a director. Mr. Simmonds
      was appointed to the Board of Directors of Minacs Worldwide, a TSX listed
      company, in June 2005. He served as a director until February 2006.
      Mr. Simmonds was appointed as Director of Eiger Technology, Inc. (TSX:AXA,
      OTCBB:ETIFF) and Chief Executive Officer and President of Newlook Industries
      Corp. (NLI:TXSV) in September 2005. He continues to serve as director of Eiger
      Technology, was appointed CEO in April 2007 but resigned as an officer of
      Newlook Industries Corp. in February 2007. Mr. Simmonds served as the Chief
      Executive Officer, of TrackPower (OTCBB: TPWR) from 1998 to May 2004.
      Mr. Simmonds also served as Chairman and director of TrackPower from 1998
      to November 2006. In February 2007 Mr. Simmonds was reappointed CEO and
      Chairman of the Board of TrackPower. TrackPower is a corporation whose current
      business plan and activities are designed around the equine racing and wagering
      industries. Mr. Simmonds has also been involved with several other
      companies. Mr. Simmonds served as Chief Executive Officer, Chairman and
      Director of Phantom Fiber Corporation (OTCBB: PHMF), formerly Pivotal
      Self-Service Technologies, Inc. and resigned in June of 2004.





**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 Racino Royale Inc. in
      September 2006. She has served as Corporate Secretary of TrackPower, 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.





**Board
      and Committee Meetings**





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





The
      Board
      held thirteen meetings during the 2007 fiscal year, including taking action
      by
      consent pursuant to the laws of the State of Nevada on two occasions. No
      director attended less than 100% of the Board meetings while serving as such
      director, or less than 100% of all committee meetings on which he served as
      a
      committee member.





The
      audit
      and compensation committees are the standing committees of our Board. The fiscal
      year 2006 and 2007 committees are comprised as follows:





14




**2007
                  Audit Committee**
              **2007
                  Compensation Committee**David
                  Smardon (Chair)
              Kenneth
                  Adelberg (Chair)Kenneth
                  Adelberg
              David
                  SmardonRalph
                  V. Hadley, III
              Ralph
                  V. Hadley, IIIGregory
                  Laborde
              Gregory
                  LabordeItalo
                  Cerra


The
      current committees are comprised as follows:




**2008
                  Audit Committee**
              **2008
                  Compensation Committee**John
                  G. Simmonds (Chair)
              Carrie
                  J. Weiler (Chair)Carrie
                  J. Weiler
              John
                  G. Simmonds




Our
      audit
      committee (the “Audit Committee”) held four meetings during fiscal 2007. 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 no
      meetings during the 2007 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 our subsidiaries; 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 neither
      of
      current two members are “independent” as defined by American Stock Exchange
      Company Guide, Part I Section 121, all applicable rules and regulations of
      the
      SEC, and for purposes of Rule 162(m) of the Internal Revenue Code of 1986,
      as
      amended. The Company intends to reconstitute the board for appropriate
      independent members in the near future. 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**




15




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-KSB. 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;


·
            recommending
                to the Board that the Company include the audited financials in its
                Annual
                Report on Form 10-KSB; 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
      John
      Simmonds, 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, 2007, 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.




16




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, 2007 be included in the Company’s Annual Report on
      Form 10-KSB, 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
                  COMMITTEEJohn
                  G. SimmondsCarrie
                  J. Weiler




**Executive
      Officers**





The
      following table presents information with respect to our executive officers,
      as
      of June 22, 2007.




**Name**
              **Age**
              **Position**John
                  G. Simmonds
              56
              Director,
                    CEO and CFOCarrie
                  J. Weiler
              48
              Director
                    and Corporate Secretary


**John
      G. Simmonds, Director, CEO and CFO of the Company.** See
      “Biographical Information Regarding Directors” above for information regarding
      Mr. Simmonds.





**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,
      2006 and March 31, 2007, all Section 16(a) filing requirements applicable
      to its officers, directors and 10% shareholders were met, except for the
      following late filings: 1) Ken Adelberg, David Smardon, Italo Cerra, Terry
      Hadley and Greg Laborde resigned as directors and did not file Form 5, 2) Gary
      Hokkanen resigned as an officer and did not file Form 5, and 3) Prolink Holdings
      AS acquired 20,000,000 shares of our common stock and did not file Forms 3
      and
      13D.





**Code
      of Ethics**




17




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 12650 Jane Street, King City, Ontario, Canada, L7B
      1A3, who shall provide copies without charge to any person.





**ITEM
      10. 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 four 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 Executive Officer and Chief Financial Officer(1)(3)
            
            
            2007
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            02006
            
            $
            232,600
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            $
            232,6002005
            
            $
            232,404
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            $
            232,404Gary
                N. Hokkanen
              Chief
                Financial Officer(2)(4)
            
            
            2007
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            02006
            
            $
            141.604
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            $
            141.6042005
            
            $
            116,215
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            $
            116,215





(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’
                was 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 $20,000 per
                month.
                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.
                The
                amounts shown on the chart above reflect the total amounts paid by
                SMMI to
                Mr. Simmonds in the calendar 2005 and 2006. During fiscal 2007 SMMI
                forgave approximately $148,415 of unpaid management
                fees.





(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.





**Option
      Grants in 2007 Fiscal Year**





We
      made
      no option grants in 2007. We have no outstanding options held by any member
      of
      our management.





18




**Compensation
      of Directors**





**Fees**





The
      following fees were paid to Directors who were not our employees during fiscal
      2007. During 2007, 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**





Our
      Chief
      Executive Officer and Director, Mr. John Simmonds was to be compensated in
      2005 and 2006 pursuant to the terms of a Management Services Agreement between
      Simmonds Mercantile and Management Inc. and the Company. Management fees payable
      for the executive management services of Mr. Simmonds, and others under the
      Management Services Agreement totaled $240,000 during Fiscal Year 2006. On
      October 1, 2004, the Company entered into the management services agreement
      with
      SMMI pursuant to which SMMI would provide executive, accounting and financial
      reporting, human resources, information technology and other general management
      and administrative services to the Company. During Fiscal 2007 this agreement
      was terminated.





The
      Company does not currently have compensation agreements with any of its
      officers.





**Compensation
      Committee Report on Executive Compensation**





During
      fiscal year 2007 the Compensation Committee consists of four non-employee
      directors, Messrs. Adelberg, Smardon, Hadley and Laborde. On February 7,
      2007 the committee members resigned and were replaced by Ms. Carrie Weiler
      and Mr. John 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
                  CommitteeCarrie
                  WeilerJohn
                  Simmonds
  19


**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT.**





In
      2007,
      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, 2007 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.




**Amount
                    and Nature of****Beneficial
                    Ownership****Name
                    and Address of**
                
                
                
                
                
                **Options/****Beneficial
                    Owner**
                
                
                **Shares**
                
                
                **Warrants
                    (1)**
                
                
                **Total
                    (1)**
                
                
                **Percent
                    (1)**Prolink
                    Holdings AS
                
                
                20,000,000
                
                
                0
                
                
                20,000,000
                
                
                20.3
                %John
                    Simmonds
                
                
                7,230,000
                
                
                0
                
                
                7,230,000
                
                
                7.4
                %Carrie
                    Weiler (2)
                
                
                1,972,000
                
                
                0
                
                
                1,972,000
                
                
                2.0
                %All
                    executive officers
                  and
                    directors as a
                  group
                    (2 persons)(3)
                
                
                9,202,000
                
                
                0
                
                
                9,202,000
                
                
                9.4
                %




(1)
              Includes
                  options and warrants exercisable as of the date hereof or within
                  60 days hereafter. Holdings of less than 1% are indicated by “*”.
                  Based upon 98,647,654 shares issued and outstanding as June 22,
                  2007, (excluding any shares issuable under options or warrants,).(2)
              Ms. Weiler
                  beneficially owns such shares through Jancar Investments Corp.,
                  a
                  corporation controlled by her.(3)
              Officers
                  and Directors as a group include John Simmonds and Carrie Weiler.





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





Our
      Chief
      Executive Officer and Director, Mr. John Simmonds was to be compensated
      pursuant to the terms of a Management Services Agreement between Simmonds
      Mercantile and Management Inc. and the Company. Management fees paid for the
      executive management services of such officers of the Company under the
      Management Services Agreement totaled $240,000 during Fiscal Year 2006. On
      October 1, 2004, the Company entered into the management services agreement
      with
      SMMI pursuant to which SMMI would provide executive, accounting and financial
      reporting, human resources, information technology and other general management
      and administrative services to the Company. The initial term of the agreement
      was two years. Under the terms of the agreement the Company agreed to pay
      $20,000 per month for services rendered. Simmonds Mercantile and Management
      Inc.
      is a private Canadian corporation owned by John Simmonds. In February 2007
      the
      agreement was terminated.





Our
      former Chairman of the Board of Director, Mr. David Smardon was to be
      compensated pursuant to the terms of a Consulting Agreement between
      Mr. Smardon and the Company. On October 1, 2004, the Company entered into
      the consulting services agreement with Mr. Smardon pursuant to which
      Mr. Smardon would provide strategic consulting services to the Company. The
      initial term of the agreement was two years. Under the terms of the agreement
      the Company agreed to pay $3,000 per month for services rendered. This agreement
      was terminated in February 2007.





Wireless
      Age Communications, Inc. a shareholder of the Company prior to January 2007
      and
      an entity in which the Company’s former CFO and Corporate Secretary are officers
      in, was to be compensated pursuant to Management Services Agreement between
      Wireless Age Communications, Inc. and the Company. Management fees were payable
      for the general management services of Mr. David MacKinnon (the Company’s
      former CTO) and James Hardy (the Company’s former COO) and Gary Hokkanen (the
      Company’s former CFO). On October 1, 2004, the Company entered into the
      management services agreement with Wireless Age Communications, Inc. pursuant
      to
      which Wireless Age Communications, Inc. would provide general management
      services to the Company. The initial term of the agreement was two years. Under
      the terms of the agreement the Company agreed to pay $20,000 per month for
      services rendered. On December 31, 2005, the Company and Wireless Age terminated
      the management services agreement. The Company and Wireless Age agreed that
      Wireless Age would be compensated CAD$250 per hour for the services of
      Mr. Hokkanen.




20




In
      February 2007, we agreed to issue 35,000,000 shares of its common stock to
      a
      group of investors led by Mr. Simmonds the Company’s CEO and director, in
      exchange for negotiating the forgiveness of certain unpaid liabilities for
      management services provided by Simmonds Mercantile and Management Inc, Wireless
      Age Communications, Inc. and David Smardon. The negotiation was carried out
      in
      anticipation of the Company’s acquisition of certain licensing rights of photo
      luminous materials. The forgiveness of debt was necessary to enter into this
      transaction. As of March 31, 2007, 27,750,000 shares of common stock had been
      issued to the group of investors and the Company was still obligated to issue
      a
      further 7,250,000 common shares.





In
      February 2007, we acquired the United States licensing, North American
      manufacturing and Canadian non-government distribution rights of photo luminous
      pigments and production of foil used in manufacturing of photo luminous
      materials from a related party known as Lumonall Canada Inc. Lumonall Canada
      is
      considered a related party to the Company by virtue of common directors and
      shareholders of the Company. Mr. Simmonds, a shareholder of the Company and
      an officer and director is also a shareholder and officer and director of
      Lumonall Canada. Pursuant to the transaction the Company became obligated to
      pay
      certain royalties, to pay historic amounts owed by Prolink North America Inc.
      to
      Prolink International AS and issued a $100,000 note payable to Lumonall
      Canada.





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.





21





**ITEM
      13. EXHIBITS, LIST AND REPORTS ON FORM 8-K.**




**Exhibit
                No.**
            **Description**
            
            **Form/Period/Dated**
            **Filed**2.1
            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, 199910
            Contract
                for Sale of Assets Between Flilippo Guani Revocable Trust as Seller
                and
                Azonic Corp. as Buyer (Patents/FCC Licenses/Software Licenses/Tools
                and
                Molds/Equipment and Furniture/Inventory)
            
            Form
                8-K 09/03/04
            September
                3, 200410.1
            Management
                Services Agreement Between Azonic Corporation and Wireless Age
                Communications, Inc.
            
            Form
                8-K 10/12/04
            October
                15, 200410.2
            Management
                Services Agreement Between Azonic Corporation and
              Simmonds
                Mercantile and Management, Inc.
            
            Form
                8-K 10/12/04
            October
                15, 200410.3
            Consulting
                Agreement Between Azonic Corporation and David Smardon
            
            Form
                8-K 10/12/04
            October
                15, 200410.5
            Product
                Strategic Alliance Agreement Between CustomQuest, Inc. and
                Azonic
            
            Form
                10-KSB 03/31/05
            June
                29, 2005




22




16.1
            Resignation
                of Levine, Hughes & Mithuen, Inc.
            
            Form
                8-K 09/05/03
            September
                11, 200316
            Resignation
                of Levine, Hughes & Mithuen, Inc.
            
            Form
                8-K/A 10/07/03
            October
                16, 200316.1
            Resignation
                of Larry O’Donnell, CPA
            
            Form
                8-K 05/09/05
            May
                12, 200516.2
            Resignation
                of Levine, Hughes & Mithuen, Inc.
            
            Form
                8-K 09/05/03
            September
                11, 200316.2
            Resignation
                of Levine, Hughes & Mithuen, Inc.
            
            Form
                8-K/A 10/07/03
            October
                16, 200331
            Certification
                of Chief Executive Officer
              &
                Chief Financial Officer Pursuant to
              Section
                30232
            Certification
                of Chief Financial Officer
              &
                Chief Financial Officer Pursuant to
              Section
                90631.1
            Certification
                of Chief Executive Officer
              Pursuant
                to Section 302




(b)  Reports
      on Form 8-K .





We
      did not file any reports on Form 8-K during the three month period ended March
      31, 2007.




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





On
      November 14, 2004, the Audit Committee adopted a Pre-approval Policy (“Policy”)
      governing the  approval
      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.





23





**Fees**





The
      following table sets forth the aggregate fees billed by the Company’s
      independent auditors for fiscal years and 2006 and 2007:





**Year**
            
            **Audit
                Fee****s**
            
            **Audit
                Related**
              **(Note
                1)**
            
            **Tax**
            
            **Financial
                Information Systems Design and**
              **Implementation
                Fees**
            
            **Other
                Fees**
            
            **Total**2006
            
            $
            10,000
            
            $
            7,500
            
            $
            Nil
            
            $
            Nil
            
            $
            Nil
            
            $
            17,5002007
            
            $
            9,000
            
            $
            7,500
            
            $
            Nil
            
            $
            Nil
            
            $
            Nil
            
            $
            16,500





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




24




**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.




**MIDLAND
                INTERNATIONAL CORPORATION**Date:
              July 13, 2007
            By:
            s/
                John Simmonds**John
                G. Simmonds**,
                CEO & CFO




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
            
            July
                13, 2007**John
                G. Simmonds**
            CEO/CFO/Chairman
              (principal
                executive and financial officer)/s/
                Carrie J. Weiler
            
            July13,
                2007**Carrie
                J. Weiler**
            Director




25