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, 2008[  
      ]
            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





LUMONALL,
INC.


(Name of Small
Business Issuer in its charter)





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





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
(  )





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 (  ).





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, 2008 were $99,001.


Based on the
closing price on June 20, 2008 of $0.03 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
$2,907,722.  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.





As of June 27,
2008, the number of shares outstanding of the registrant’s Common Stock was
127,629,056 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








PART
I





ITEM
1 - DESCRIPTION OF BUSINESS





History





Lumonall, Inc.
("we, "us," "our," or the "Company") was incorporated in the state of Colorado
on May 1, 1996 as Grand Canyon Ventures Two, Incorporated.  We changed
our name to Azonic Engineering Corporation ("Azonic Colorado") on 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.  During fiscal 2008, in order to accurately reflect the
nature of the Company’s business, the Company changed its name from Midland
International Corporation to Lumonall, Inc., effective August 16,
2007.





Description of
Current Business Plan





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.





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. Royalty payments also
included $500,000 from future profits, payable as 15% of earnings before
interest, taxes, depreciation and amortization (“EBITDA”) quarterly in
arrears.     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.





In February 2008,
the Company agreed to issue up to 10,000,000 shares of its common stock in full
repayment of future royalties owed to Lumonall Canada Inc.
(“LCI”).  In addition, the stock issued was in repayment of a note
payable of $50,000, which was in default and an intercompany liability of
$86,860 owed by Lumonall Inc. to Lumonall Canada Inc.





Pursuant to
management’s recent initiatives and strategic partnerships the Company became
able to procure a domestic source for photo luminescent signs and safety way
guidance systems at a lower cost and more efficient route to market. Due to this
new source, management felt that the carrying value of its licensing,
manufacturing rights and investment as at March 31, 2008, was impaired and chose
to write down their carrying value to $nil.





New
Management





In April 2007, 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


2


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.





On April 1, 2008,
John Simmonds stepped down as CEO and Mike Hetherman was appointed
CEO.  Mike Hetherman has served as a member of the board of directors
and also as President and COO. Mr. Simmonds will continue to serve as Chairman
of the Board and provide strategic guidance and support to the
Company.





Distributors





During the
one-month period between May and June 2007, 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.





Government
Regulations





Exit Signs must be
approved by the Underwriters Laboratory in both Canada and the United
States.  MEA (Materials and Equipment Acceptance) approvals are
required at the State level. We are also an Energy Star Partner in Canada and
the United States. Our PLM formulation meets most current building code
standards.


3





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





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
2008.


4





PART
II





ITEM
5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





MARKET
INFORMATION





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




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








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


High
            
            Low1st Quarter
      (4/1/07-6/30/07)
            
            0.095
            
            0.032nd Quarter
      (7/1/07-9/30/07)
            
            0.18
            
            0.053rd Quarter
      (10/1/07-12/31/07)
            
            0.115
            
            0.054th Quarter
      (1/1/08-3/31/08)
            
            0.08
            
            0.04








At
June 20, 2008, the closing bid
price of our Common Stock was $0.03 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.





(a)         As
of March 31, 2008, there were 127 stockholders of record of our common stock,
including 148 beneficial holders.




(b)         We
did not pay any dividends on our Common Stock during the two years ended March
31, 2008.  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




5


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."




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





ITEM
6 - 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
originally to market low-cost wireless devices including cellular phones, but
due to difficulties in assembling the necessary business partners to be
successful, we began 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.





In February 2007,
we adopted a new business plan to become a global supplier of innovative photo
luminescent (PLM) products with a concentration on Exit signs and Safety Way
Guidance Systems.





RESULTS OF
OPERATION





Comparison of
Results of Operations for the Fiscal Years Ended March 31, 2008 and
2007





We generated
$99,001 in revenues from the sale of PLM product in the twelve-month period
ended March 31, 2008, compared to revenues of $Nil in the same twelve month
period for 2007.  The new PLM business plan was begun during the
fourth quarter of fiscal 2007 and first shipments occurred during the third
quarter of fiscal 2008. Gross profit on sales during the year was $23,917. Gross
profits are expected to rise as volumes increase.





We incurred
management fees of $280,047 in the twelve-month period ended March 31, 2008,
compared to $86,585 in the same period ended March 31, 2008. Management fees,
during the twelve month period ended March 31, 2008 consisted of $180,000 paid
to John Simmonds, CEO, $ 50,516 paid to Carrie Weiler, Corporate Secretary,
$31,578 paid to Gary Hokkanen, CFO. In addition, $ 17,953 was paid to Wireless
Age Communications, Inc. a related party due to certain common officers,
directors and ownership, for the services of managerial level accounting and
finance personnel. 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





We incurred office
and general expenses of $462,796 in the twelve-month period ended March 31, 2008
compared to $111,482 in the same period ended March 31, 2007, an increase of
$351,314. Office and general expenses include travel, communications and other
similar costs associated with operating the business in its current state of
evolution. In fiscal 2008, travel and accommodation accounted for $144,385,
advertising and communications $101,482, wages and administrative cost $106,660
and general office and miscellaneous expenses of $110,269. The costs are
primarily related to managements strategy to improve awareness of PLM Exit Signs
and Safety Way Guidance Systems in order to develop and exploit the North
American market place. We expect operating costs to increase as we pursue new
business.


6





We also incurred
professional and consulting fees of $962,692 in the twelve-month period ended
March 31, 2008, 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 new business opportunity, including general management,
technical and marketing functions. Services valued at $135,000 were paid with
2,700,000 shares of our common stock and services valued at $248,100 were paid
with the issuance of warrants to purchase 12,300,000 common shares.





We incurred
interest expense of $28,724 during the year ended March 31, 2008 compared to
$25,882 during the twelve month period ended March 31, 2007. Eiger Technology,
Inc. a related party (due to common officers with the Company) agreed to provide
up to $400,000 funding for the development of the Company’s business. The
Company is obligated to pay a 5% commitment fee of the maximum amount funded
plus interest at Prime + 3% per annum.  For the period ended March 31,
2008 the Company recorded an interest expense of $26,874 in relation to the
funding provided by Eiger Technology Inc.





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





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





As a result, we
incurred a net loss of ($2,076,445) during the twelve month period ended March
31, 2008, (approximately $0.02 per share) compared to a net loss of ($315,185)
in the same period ended March 31, 2007(approximately $0.008
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.





LIQUIDITY AND
CAPITAL RESOURCES





Our total assets
declined from $306,189 at March 31, 2007 to $37,178 at March 31,
2008.  The decrease is primarily the result of a $100,000 impairment
loss on an intangible asset, $100,000 impairment loss on investment and $166,103
loss on a write down of an amount due from a related party.





Our total
liabilities increased from $686,793 at March 31, 2007 to $1,063,402 at March 31,
2008, an increase of $376,609.  Accounts payable increased to $273,919
from $149,340 an increase of $124,579, amounts of which are primarily due to
costs incurred for professional and consulting services that have been used to
implement the Companies new business strategy. Due to related parties balances
decreased from $437,453 at March 31, 2007 to $418,994 at March 31, 2008. Due to
related party amounts do not have specific repayment terms and it is expected
that these amounts will be repaid as the financial position of the Company
improves. Distributor deposits for the future purchase of photo luminescent
products increased from nil in the prior year to $221,131 for the year ended
March 31, 2008.





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





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


7





The stockholders’
deficiency increased from ($380,604) at March 31, 2007 to ($1,026,224) at March
31, 2008.  The increase is attributable to our loss of $2,076,445 for
the year. (See Statement of Stockholders’ Deficiency contained in the financial
statements).





At March 31, 2008,
we had a working capital deficit of $1,026,224.  We had cash balances
of $9,335 at March 31, 2008 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 $273,919 we also owe related companies $418,994 without specific repayment
terms and $221,131 in distributor deposits. Our only source for capital could be
loans or private placements of common stock.





In fiscal 2008 the
Company issued; 7,250,000 common shares valued at $105,850 pursuant to debt
forgiveness,  3,598,271 common shares valued at $ 181,875 for
consulting services,  12,300,00 common stock purchase warrants valued
at $248,100 for consulting services.





During the fiscal
year ended March 31, 2008 we; 1) used $958,497 in cash in operating activities
arising primarily from operating losses, 2) generated $966,765 in cash from
financing activities. Financing activities included cash proceeds of $895,000
from private placements of common stock and $121,765 funded from related
parties.





Our current cash
resources are insufficient to support the business over the next 12 months and
we are unable to continue toward attaining break even operations without
additional funding. We estimate that we will need a cash infusion of $500,000 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.




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





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, 2008, and such losses are expected to
continue.  In addition, we have a working capital deficit of
$1,026,224 and an accumulated deficit of $(3,864,070).  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.





TRENDS





While not specific
to the PLM market, the “green” trend has, and will have tremendous influence on
our business. 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.





8


CRITICAL ACCOUNTING
POLICIES AND ESTIMATES





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








Fair
Value of Financial Instruments





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





Inflation





Although our
operations are influenced by general economic conditions, we do not believe that
inflation had a material affect on our results of operations during our fiscal
year ended March 31, 2008.










9


ITEM
7 - FINANCIAL STATEMENTS






































LUMONALL,
INC.





FINANCIAL
STATEMENTS





March 31, 2008 and
2007





(Stated in US
Dollars)






























10
  REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the Board of
Directors
 and
Stockholders
 Lumonall,
Inc.
 
  We have audited the
accompanying balance sheet of Lumonall, Inc. as of March 31, 2008, 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,
2008.  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.
 
 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.  The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion.An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. 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 Lumonall, Inc. as of March 31, 2008, and the results
of its operations and its cash flows for each of the two years in the period
ended March 31, 2008, in conformity with accounting principles generally
accepted in the United States of America.
 
 The accompanying
financial statements have been prepared assuming Lumonall, Inc. 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., LLP
 
 Rotenberg &
Co., LLP
 Rochester, New
York
 June 26,
2008


F1


LUMONALL,
INC.


BALANCE
SHEET


March 31,
2008


(Stated in US
dollars)














ASSETS




2008Current
      assetsCash and cash
      equivalents
            
            $
            9,335Accounts
      receivable
            
            
            27,843Total current
      assets
            
            
            37,178Total
      assets
            
            $
            37,178





LIABILITIES


Current
      liabilitiesAccounts
      payable and accrued liabilities
            
            
            273,919Due to
      related parties (Note 3)
            
            
            418,994Deposits
      (Note 4)
            
            
            221,131Unissued
      share liability (Note 7)
            
            
            149,358Total current
      liabilities
            
            $
            1,063,402





STOCKHOLDERS’
DEFICIENCY




Preferred
      stock, $0.001 par value; 5,000,000
              shares
      authorized, no shares issued and outstanding
            
            
            -Common stock,
      $.001 par value; 200,000,000 shares
              authorized,
      114,615,925 shares issued and outstanding (Note 8)
            
            
            114,616Additional
      paid-in capital
            
            
            2,723,230Accumulated
      deficit
            
            
            (3,864,070
            )Total
      stockholders’ deficiency
            
            
            (1,026,224
            )Total
      liabilities and stockholders’ deficiency
            
            $
            37,178




















The accompanying
notes are an integral part of these financial statements


F2


LUMONALL,
INC.


STATEMENT OF
OPERATIONS


For the years ended
March 31, 2008 and 2007


(Stated in US
Dollars)





Year Ended
      March 31, 2008
            
            
            Year Ended
      March 31, 2007Revenues
            
            $
            99,001
            
            
            $
            -Cost of
      sales
            
            
            75,084
            
            
            
            -Gross
      profit
            
            
            23,917
            
            
            
            -Selling and
      administrative costsManagement
      fees
            
            
            280,047
            
            
            
            86,585Office and
      general
            
            
            462,796
            
            
            
            111,482Professional
      and consulting fees
            
            
            962,692
            
            
            
            91,236Total costs
      and expenses
            
            
            1,705,535
            
            
            
            289,303Net loss from
      operations
            
            
            (1,681,618
            )
            
            
            (289,303
            )Other
      expenses (gains):Interest
            
            
            28,724
            
            
            
            25,882Loss on write
      down of due from related party (Note 6)
            
            
            166,103
            
            
            
            -Loss on
      investment (Note 5)
            
            
            100,000
            
            
            
            -Impairment of
      intangible asset (Note 6)
            
            
            100,000
            
            
            
            -Net loss
      before income taxes
            
            
            (394,827
            )
            
            
            (315,185
            )Provision for
      income taxes (Note 9)
            
            
            -
            
            
            
            -Net
      loss
            
            $
            (2,076,445
            )
            
            $
            (315,185
            )Loss per
      share of common stock – Basic and Diluted
            
            $
            (0.020
            )
            
            $
            (0.008
            )Weighted
      average number of common
              shares
      outstanding – Basic and Diluted
            
            
            101,991,264
            
            
            
            38,146,568














The accompanying
notes are an integral part of these financial statements


F3







LUMONALL,
INC.


Statement of
Changes in Stockholders’ Deficiency


For the year ended
March 31, 2008











Common Stock


Shares
            
            
            Par Value
      Amount
            
            
            Additional
      Paid – In Capital
            
            
            Accumulated
      (Deficit) from Inception
            
            
            TotalBalance,
      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
            )Issuance of
      common stock pursuant to private placement
            
            
            17,900,000
            
            
            
            17,900
            
            
            
            877,100
            
            
            
            -
            
            
            
            895,000Issuance of
      common stock for consulting services
            
            
            3,598,271
            
            
            
            3,598
            
            
            
            178,277
            
            
            
            -
            
            
            
            181,875Issuance of
      common stock pursuant to debt forgiveness
            
            
            7,250,000
            
            
            
            7,250
            
            
            
            98,600
            
            
            
            -
            
            
            
            105,850Issuance of
      common stock purchase warrants for consulting services
            
            
            -
            
            
            
            -
            
            
            
            248,100
            
            
            
            -
            
            
            
            248,100Net loss for
      period ended March 31, 2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (2,076,445
            )
            
            
            (2,076,445
            )Balance,
      March 31, 2008
            
            
            114,615,925
            
            
            $
            114,616
            
            
            $
            2,723,230
            
            
            $
            (3,864,070
            )
            
            
            (1,026,224
            )














The accompanying
notes are an integral part of these financial statements


F4


LUMONALL,
INC.


STATEMENTS OF CASH
FLOW


For the years ended
March 31, 2008 and 2007


(Stated in US
Dollars)





For
      the year ended
              March
      31, 2008
            
            
            For
      the
              year
      ended
              March
      31, 2007Operating
      activitiesNet
      Loss
            
            $
            (2,076,445
            )
            
            $
            (315,185
            )Adjustments
      to reconcile net loss to netcash(used)
      by operating activities:Impairment of
      intangible asset
            
            
            100,000
            
            
            
            -Loss
      on  investment
            
            
            100,000
            
            
            
            -Issuance of
      common stock for services
            
            
            181,875
            
            
            
            -Issuance of
      common stock  purchase
              warrants for
      services
            
            
            248,100
            
            
            
            -Loss on write
      down of due from related parties
            
            
            166,103
            
            
            
            -Changes
      in operating assets and liabilities:Decrease
      (increase) in accounts receivable
            
            
            (27,843
            )
            
            
            -Increase
      (decrease) in accounts payable
            
            
            128,582
            
            
            
            41,238Deposits
            
            
            221,131
            
            
            
            -Net
      cash provided by (used in) operating activities
            
            
            (958,497
            )
            
            
            (273,947
            )Investing
      activities-
            
            
            
            -Net
      cash provided by (used in) investing activities
            
            
            -
            
            
            
            -Financing
      activitiesIncrease
      (decrease) in bank indebtedness
            
            
            -
            
            
            
            (104
            )Note
      payable
            
            
            (50,000
            )
            
            
            -Proceeds from
      private placements
            
            
            895,000
            
            
            
            220,811Increase
      in due to related parties
            
            
            121,765
            
            
            
            54,307Net
      cash provided by (used in) financing activities
            
            
            966,765
            
            
            
            275,014Increase
      (decrease) in cash and cash equivalents
            
            
            8,268
            
            
            
            1,067Cash
      and cash equivalents, beginning of year
            
            
            1,067
            
            
            
            -Cash
      and cash equivalents, end of year
            
            $
            9,335
            
            
            $
            1,067





Non cash
activities:


During the year
ended March 31, 2008 the Company:


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


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


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





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 Norwegian
      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


F5
 LUMONALL,
INC.
 Notes To The
Financial Statement
 March 31, 2008 and
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 $1,026,224 and an accumulated deficit
of $3,864,070 at March 31, 2008.  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, 2008, 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





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




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




Development
stage




In prior periods
the Company had been in the development stage. During the three month period
ended December 31, 2007, we began to recognize revenues under our planned
principle operations and therefore we no longer regard the Company to be in the
development stage.








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
deposits, 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.


F6
 LUMONALL,
INC.
 Notes To The
Financial Statement
 March 31, 2008 and
2007
 (Stated in US
Dollars)


Revenue Recognition





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





Research
and development





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





Fair
value of financial instruments





1.  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.





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”.





Valuation
of Warrants





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





Recent
Pronouncements





The Company does
not expect the adoption of recently issued account pronouncements to have
significant impact on the Company’s results of operations, financial position,
or cash flow.








Note 3 – 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 other than described
below.  At March 31, 2008, amounts due to related parties amounted to
$418,994. Related parties of the Company include entities under common
management.


F7
 LUMONALL,
INC.
 Notes To The
Financial Statement
 March 31, 2008 and
2007
 (Stated in US
Dollars)





Eiger Technology,
Inc., a related party due to common officers with the Company, agreed to provide
up to $400,000 funding for the development of the Company’s business. The
Company is obligated to pay a 5% commitment fee of the maximum amount funded
plus interest at Prime + 3% per annum.





For the period
ended March 31, 2008 the Company recorded an interest expense of $26,874 in
relation to the funding provided by Eiger Technology Inc.





The Company is
obligated to pay $6,000 per month through December 2008 for management services
of certain executives to Wireless Age Communications Inc. (“Wireless
Age”).







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





Eiger
      Technology Inc.
            
            $
            400,253Wireless Age
      Communications Inc.
            
            
            18,741$
            418,994





Note 4 –
Deposits





The Company has entered into strategic
partnerships for the distribution of PLM products across the North American
market place.  Deposits have been made by distribution partners for
future purchase of PLM products.








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.





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







Note 6 – Licensing and
Manufacturing Rights





Pursuant to an
agreement entered into on February 6, 2007, the Company acquired the USA
licensing, North American manufacturing and Canadian non-government distribution
rights of PLM from a related party known as Lumonall Canada Inc. Lumonall Canada
is considered a related party by virtue of certain common officers and
directors. Lumonall Canada obtained the North American PLM rights from PPRAS.
The PLM rights are indefinite lived assets and were valued initially at
$100,000.





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





1.
            A sign
      royalty of approximately $1.73 (CAD$2.00) per sign, capped at
      approximately $866,101 (CAD$1,000,000),


2.
            Non-sign 1%
      royalty on net sales from all other photo luminous
    products,


F8
 LUMONALL,
INC.
 Notes To The
Financial Statement
 March 31, 2008 and
2007
 (Stated in US
Dollars)





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





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





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





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





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







Note 7 – Unissued Share
Liability.





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





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








Note 8 – Shareholders’
Equity





Preferred
stock


No shares of the
Company's preferred stock have been issued as of March 31, 2008. 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.





Warrants


During the year
ended March 31, 2008, the company recorded costs related to the issuance of
share purchase warrants. The value of the warrants was determined using the
Black-Scholes pricing model with the following assumptions:





Risk-free
      interest rate:
              5%Dividend
      yield:
              0%Expect stock
      price volatility
              197%Weighted
      average expected stock warrant life:
              1
      year


Common
stock


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


F9
 LUMONALL,
INC.
 Notes To The
Financial Statement
 March 31, 2008 and
2007
 (Stated in US
Dollars)





As of March 31,
2008, there were 114,615,925 shares of common stock issued and
outstanding.





During fiscal 2008,
the Company issued 3,598,271 shares of its common stock in exchange for
consulting services.  In addition, the Company issued 7,250,000 shares
of its common stock pursuant to debt forgiveness led by an officer and director
of the Company.





Also during 2008,
the Company raised $895,000 by issuing 17,900,000 shares of its common stock for
$0.05 per share.





In addition, in
2008, the Company issued 12,300,000 common stock purchase warrants with an
exercise price of $0.05, valued at $248,100 in exchange for consulting
services.





The following is a
summary of warrant activity for fiscal 2008.





Number
              of Shares to
      Purchase under WarrantsBalance,
      March 31, 2007
            
            -Issued
            
            12,300,000Expired
            
            -Balance,
      March 31, 2008
            
            12,300,000








Warrants
outstanding at March 31, 2008 consist of the following:





Issue
      Date
            
            Expiration
      Date
            
            Exercise
              Price
            
            Number
              of
      SharesApril 13,
      2007
            
            April 13,
      2009
            
            0.05
            
            8,000,000September 30,
      2007
            
            September 30,
      2008
            
            0.05
            
            4,000,000November 7,
      2007
            
            November 7,
      2008
            
            0.08
            
            300,000








Should all
outstanding warrants be exercised, the total additional consideration available
to the Company is approximately $624,000. A maximum of 12,300,000 common shares
would be issued.








Note 9 – Income
Taxes





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





2008
            
            
            2007Deferred tax
      assets (liabilities)Net
      operating loss carry forwards
            
            
            2,704,847
            
            
            
            645,000Valuation
      allowance
            
            
            (2,704,847
            )
            
            
            (645,000
            )Net deferred
      tax assets (liability)
            
            
            -
            
            
            
            -








F10
 LUMONALL,
INC.
 Notes To The
Financial Statement
 March 31, 2008 and
2007
 (Stated in US
Dollars)


Note 10– Subsequent
Events








Change
in Officers





On April 1, 2008,
John Simmonds stepped down as CEO and Mike Hetherman was appointed
CEO.  Mike Hetherman has served as a member of the board of directors
and also as President and COO of Lumonall since May 2007. The resignation of Mr.
Simmonds was voluntary and did not involve a disagreement with the Company on
any matter relating to the Company’s operations, operations, policies,
procedures or practices. Mr. Simmonds will continue to serve as Chairman of the
Board and provide strategic guidance and support to the Company.





Launch
of New Line of Safety Products





In April of 2008,
the company announced that it has entered into a letter of intent with a
manufacturer to distribute a state-of-the-art, U.S. manufactured non-slip photo
luminescent stair nosing for all building applications. The new line is made of
rugged aluminum with no-slip surfaces and provides critical visibility in
stairwells. The strategic move provides a full complement of the best photo
luminescent safety products in a timely and effective fashion.





Strategic
Partnership with Pacific Stair





In June of 2008,
the Company announced a letter of intent with Pacific Stair Corp. that provides
for the development and distribution of innovative seismic compliant steel stair
systems incorporating the companies photo luminescent technology.





Shares
Issued





As of June 14,
2008, the Company had issued a further 9,650,000 shares of its common stock,
9,400,000 common shares issued pursuant to a settlement with Lumonall Canada
Inc. and 250,000 shares issued in exchange for consulting services. (Note
7)






























F11











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.








11


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, Michael Heatherman, Frank Høyen, Geir
Drangsholt, Bjørn Pedersen and Carrie Weiler. Their terms expire upon the
election and qualification of their successors.





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





Name
            
            Age
            
            PositionJohn G.
      Simmonds
            
            57
            
            Chairman of
      the BoardMichael J.
      Hetherman
            
            42
            
            DirectorFrank
      Høyen
            
            52
            
            DirectorGeir
      Drangsholt
            
            47
            
            DirectorBjørn
      Pedersen
            
            44
            
            DirectorCarrie J.
      Weiler
            
            49
            
            Director





Biographical Information
Regarding Directors





John G. Simmonds, 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. (CNQ:GAME, 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.





Michael J.
Hetherman,Director, President
and Chief Executive Officer.  Mike Hetherman joined The Willis Supply
Company Limited in 1992, and is currently the President and Chief Executive
Officer. Willis, established in 1967, has been a distributor of DuPont
Corion®Products since 1975. Over the years,
it has become the exclusive distributor covering Ontario to B.C. In 2001, Willis
expanded to include Washington, Oregon and Alaska in the U.S. In 2003 Willis
opened Willis China a “World Class Building Materials Sourcing Company”.
With over 20 years of experience
in the construction industry to his credit, Mr. Hetherman is also a Certified
Kitchen Designer through the National Kitchen and Bath Association and a Quantum
Shift Fellow, an invitation-only program founded and sponsored by KPMG
Enterprise and the Richard Ivey School of Business. Quantum Shift annually
challenges forty of Canada's most promising entrepreneurs to improve their
leadership style, inspire their business partners and maximize their growth
opportunities. Candidates must be nominated by KPMG Enterprise and selected by
the Richard Ivey School of Business. Throughout most of his career in the
construction industry, he has served on the Board of Directors for the National
Kitchen and Bath Association (NKBA), and was the President of the NKBA Ontario
Chapter from 1992 - 1994. He is a two time award-winning designer of the North
American Kitchen Design Competition.





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


12


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





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





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





Carrie J. Weiler, Corporate Secretary
and Director.Ms. Weiler was appointed Corporate Secretary on
October 15, 2004. Ms. Weiler provides professional public company corporate
secretarial services to various entities. Ms. Weiler is a member of the
Canadian Society of Corporate Secretaries. Ms. Weiler was appointed
Corporate Secretary of 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. Ms. Weiler served
as Corporate Secretary and Director of Newlook Industries Corp. (TSX: NLI) and
Gamecorp Ltd. (CNQ: GAME, OTCBB: ETIFF, formerly Eiger Technology, Inc) since
July 2007.





Board
and Committee Meetings





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





The Board held
seven meetings during the 2008 fiscal year. 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 2007 and 2008 committees are comprised as follows:








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





13


The current
committees are comprised as follows:





2008 Audit Committee
            
            2008 Compensation
  CommitteeFrank Høyen,
      Director (Chair)
            
            Frank Høyen,
      DirectorGeir
      Drangsholt
            
            Bjørn
      PedersenBjørn
      Pedersen
            
            Geir
      DrangsholtJohn G.
      Simmonds








Our audit committee
(the “Audit Committee”) held four meetings during fiscal 2008. 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 0meetings during the
2008 fiscal year. The Compensation Committee is responsible for allocating cash
compensation and stock options to senior executive officers of the
Company.





Board of Directors
Independence





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





Shareholder
Communications





Our Board of
Directors believes that it is important for our shareholders to have a process
to send confidential communications directly to the board as a whole and to the
Independent Directors in particular. Accordingly, shareholders desiring to send
a communication to the Board of Directors, or to a specific director, may do so
by delivering a letter to our Secretary at our principal offices as set forth on
the cover page to this Annual Report on Form 10-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.





14


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





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





Review of Audited Financial
Statements





The Audit Committee
has reviewed our financial statements for the fiscal year ended March 31, 2008,
as audited by Rotenberg & Co. LLP, the Company’s independent auditors, and
has discussed these financial statements with management. In addition, the Audit
Committee has discussed with Rotenberg & Co. the matters required to be
discussed by Statement of Auditing Standards No. 61, as amended,
regarding the codification of statements on auditing standards. Furthermore, the
Audit Committee has received the written disclosures and the letter from
Rotenberg & Co. required by the Independence Standards Board Standard
No. 1 and has discussed with Rotenberg & Co. its
independence.





In reliance on the
reviews and discussions referred to above, the Audit Committee recommended to
the Board that the audited financial statements for the fiscal year ended March
31, 2008 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


15


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





AUDIT
      COMMITTEEFrank Høyen,
      Director (Chair)Geir
      DrangsholtBjørn
      Pedersen








Executive
Officers





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





Name
            
            Age
            
            PositionMike
      Hetherman
            
            42
            
            Director, CEO
      and PresidentGary
      Hokkanen
            
            52
            
            Chief
      Financial OfficerCarrie
      Weiler
            
            49
            
            Director and
      Corporate Secretary





Mike
Hetherman, Director, CEO and President





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





Gary
N. Hokkanen, Chief Financial Officer





Gary Hokkanen has
served as CFO of Wireless Age Communications, Inc. since May 29, 2003. Mr.
Hokkanen is an executive level financial manager with over 9 years experience in
public company financial management. Mr. Hokkanen holds a Bachelor of Arts
degree from the University of Toronto and is a CMA (Certified Management
Accountant) and a member of the Society of Management Accountants, Ontario. From
January 2001 to April 2003 Mr. Hokkanen was CFO of IRMG Inc., a private
Toronto-based financial management consulting firm. Mr. Hokkanen served as CFO
of Simmonds Capital Limited from July 1998 to January 2001. Since July 1, 2007,
Mr. Hokkanen has served as CFO of Newlook Industries Corp., an entity listed on
the TSX Venture Exchange, Eiger Technology Inc., an entity listed on the CNQ,
and Racino Royale, Inc. and entity listed on the
Over-the-Counter-Bulletin-Board. On June 1, 2007 Mr. Hokkanen was appointed CFO
of TrackPower, Inc. an entity listed on the Over-the-Counter-Bulletin-Board. Mr.
Hokkanen previously served as CFO of TrackPower Inc. and served as CFO of
Lumonall Inc. from October 2004 to July 2006.





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





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





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





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





Based solely on its
review of such forms, all requirements received by us, or written
representations from certain reporting persons, we believe that between April 1,
2007 and March 31, 2008, all Section 16(a) filing requirements applicable
to its officers, directors and 10% shareholders were met.


16




Code of
Ethics





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





You can obtain
copies of our current committee charters and Code of Ethics by writing to our
Corporate Secretary at 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
              
              
              2008
              
              
              $180,000
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              $180,000Chief
      Executive
              
              
              2007
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0Officer
      (1)(3)
              
              
              2006
              
              
              $232,600
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              $232,600Mike
      Hetherman
              
              
              2008
              
              
              $177,000
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              $172,000
              
              
              $349,000President and
              
              
              2007
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0Chief
      Operating
              
              
              2006
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0Officer
      (5)Gary N.
      Hokkanen
              
              
              2008
              
              
              $31,578
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              $31,578Chief
      Financial
              
              
              2007
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0Officer 
      (2)(4)
              
              
              2006
              
              
              $141,604
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              $141,604







(1)
            Mr. Simmonds
      joined our Company in August 2004.





(2)
            Mr. Hokkanen
      joined us in October 2004 and resigned on July 12, 2006.





(3)
            Mr. Simmonds’ compensation
      has been pursuant to the terms of a Management Services Agreement between
      Simmonds Mercantile and Management Inc. (“SMMI”) and the Company.
      Management fees payable for his executive management services and others
      under the Management Services Agreement total $15,000 per month for fiscal
      2008. Mr. Simmonds provides services to entities other than us, and
      Mr. Simmonds currently devotes, or may devote in the future, some
      portion of their working time to the management of other entities. The
      amounts shown on the chart above reflect the total amounts paid by SMMI to
      Mr. Simmonds in the calendar 2006 and 2007. 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.(5)
            An
      entity controlled by Mr. Hetherman was issued a warrant to purchase
      8,000,000 common shares at an exercise price of $0.05 per common
      share valued at $172,000.





Option Grants in 2008 Fiscal
Year





We
made no option grants in 2008.  We have no outstanding options held by
any member of our management.





17


Compensation of
Directors





Fees





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





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


Employment
Arrangements





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





Compensation
Committee Report on Executive Compensation





During fiscal year
2008 the Compensation Committee consists of four non-employee directors, Frank
Høyen, Geir Drangsholt, Bjørn Pedersen, John G. Simmionds.  The
Compensation Committee has the responsibility for allocation of cash
compensation and stock options to senior executive officers of the
Company.





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








Compensation
      CommitteeFrank
      HøyenGeir
      DrangsholtBjørn
      PedersenJohn G.
      Simmonds








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





In 2008, 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, 2008 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.


18


Amount
      and Nature ofBeneficial
      OwnershipName
      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
              
              
              3,005,000
              
              
              
              0
              
              
              
              3,005,000
              
              
              
              2.4%Mike
      Hetherman (2)
              
              
              3,200,000
              
              
              
              8,000,000
              
              
              
              11,200,000
              
              
              
              8.3%All executive
      officers
                and directors
      as a
                group (2
      persons)(3)
              
              
              10,205,000
              
              
              
              8,000,000
              
              
              
              18,205,000
              
              
              
              13.4%







(1)
            Includes
      Warrants exercisable as of the date hereof or within 60 days
      hereafter. Holdings of less than 1% are indicated by “*”. Based upon
      127,629,056 shares issued and outstanding as June 22, 2008,
      (excluding any shares issuable under options or
  warrants,).(2)
            Mr.
      Heatherman beneficially owns such shares through Katemy Holdings Inc., a
      corporation controlled by him.(3)
            Officers and
      Directors as a group include John Simmonds, Mike Heatherman, Frank Hoyen,
      Bjorn Pedersen, Gier Drandsholt.





ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





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 former CEO and current 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.





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 a 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.





In July 2007, we
agreed to pay $3,000 per month to Willis Distribution Ltd. an entity solely
owned by our Chief Executive Officer for administrative services including order
processing, issuance and acceptance of purchase orders and collection of
accounts receivable.





In February 2008,
we agreed to issue up to 10,000,000 shares of our common stock to shareholders
of Lumonall Canada to settle liabilities and a defaulted note payable owed by
the Company to Lumonall Canada and full and complete settlement of future
royalties that would accrue.





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





We issued warrants
to purchase 8,000,000 common shares at $0.05 per share to Katemy Holdings Inc.,
an entity solely owned by our Chief Executive Officer, a partial payment for
services provided.





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.


19





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











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





(b)           Reports on
Form 8-K.





We did not file any reports on Form 8-K
during the three month period ended March 31, 2008.





20


ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES








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





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





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





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








21


Fees





The following table
sets forth the aggregate fees billed by the Company’s independent auditors for
fiscal years and 2007 and 2008:





Year
            
            Audit Fees
            
            
            Audit
      Related
              (Note 1)
            
            
            Tax
            
            
            Financial
      Information Systems Design and
              Implementation Fees
            
            
            Other Fees
            
            
            Total2007
            
            $
            9,000
            
            
            $
            9,600
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            18,6002008
            
            $
            9,000
            
            
            $
            7,500
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            16,500





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


22


SIGNATURES





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





Date:  June
27, 2008








LUMONALL,
      INC.By:
            /s/ Mike HethermanMike
      Hetherman, Chief Executive OfficerBy:
            /s/
      Gary N. HokkanenGary
      N. Hokkanen, Chief Financial Officer








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





Name
            Title
            Date/s/ John G.
      Simmonds
            
            June 27,
      2008John
      G. Simmonds
            Chairman/s/
      Mike Hetherman
            
            June 27,
      2008Mike
      Hetherman
            CEO,
      Director/s/
      Frank Høyen
            
            June 27,
      2008Frank
      Høyen
            Director/s/Bjørn Pederson
            
            June 27,
      2008Bjørn
      Pederson
            Director/s/ Geir Drangsholdt
            
            June 27,
      2008Geir
      Drangsholdt
            Director/s/Carrie J.
      Weiler
            
            June 27,
      2008Carrie
      J. Weiler
            Director