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, we had assets of $64,503,the Company has a working capital deficit of $1,046,927$1,349,051 and an accumulated deficit of $4,376,638$4,728,130 at December 31, 2008.June 30, 2009.  As a result, substantial doubt exists about ourthe Company’s ability to continue to fund future operations using its existing resources.

InFor the past ourthree month period ended June 30, 2009, the Company’s operations were substantially funded through private placement of common equity, the sale of certain assets and loans fromby related parties. Although the amounts due to related parties are reflected as current liabilities, there are no specific repayment terms.  In order to ensure the success of the new business, wethe Company will have to raise additional financing to satisfy existing liabilities and to provide the necessary funding for future operations.

The accompanying condensed unaudited financial statements of Lumonall, Inc. (the “Company”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management of the Company, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended December 31, 2008June 30, 2009 are not necessarily indicative of the results that may be expected for the year ending March 31, 2009.2010. For further information, refer to the financial statements and footnotes thereto included in the Company’s annual report on Form 10-KSB10-K for the year ended March 31, 2008.2009.

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”).  During fiscal 2008, in

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.

DescriptionOur present business strategy and direction is to become a global leader in the development and distribution of Current Business Planphotoluminescent (PLM) emergency egress systems.

In February 2007, we adopted a new business plan.  To implement this new business plan we acquiredLumonall is committed to being at the licensing, manufacturingforefront of the development and distribution rightsof applied photo luminescent technologies. Through a network of industrial designers, manufacturing experts and sales professionals, Lumonall brings to a process for photo luminous pigmentsmarket products that leverage the inherent characteristics of photoluminescence to enhance safety, reduce energy consumption and production of foil used in manufacturing of photo luminous materials.

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

Concurrent with photo luminous products initiallythese efforts, the Company is engaged in the exit signdevelopment of applications of photo luminescent technology for other markets including transportation industries, residential safety and safety way guidance systems sector.decorative uses.

In April 2007, we appointed a new PresidentOn March 12, 2009, Mr. Michael Hetherman resigned as Chief Executive Officer and COO. Mike Hetherman, of the Willis Supply Group in Burlington, Ontario, Canada (near Toronto), has been in the Building materials Distribution business for over 20 years. In the mid 80's he started as a designer and in 1992 became partners in Willis Supply. Willis was established 40 years ago and has exclusive distribution of significant Building Material brands such as DuPont Corian®, DuPont Zodiaq®, and Arpa® Italian Laminates to name a few. Under his leadership Willis expanded from Ontario to across Canada and the Pacific Northwest USA. A few years ago, Mr. Hetherman took Willis to China and now sources many quality building products for the North American market. Today, he is sole owner of Willis, Chairman of the North American DDP (DuPont Distributor Partnership) and Chairman of the Exclusive DuPont Council.

In light of general economic conditions and supportthe Company’s current financial performance and financial position the Company is performing a complete analysis of the business including reviewing and reconsidering channels to market; sharing of gross margin with distributors and various other business processes. Management plans to take steps to restructure the Company.manner in which the Company operates.

During the one-month period between May and JuneIn 2007, we signed a number of distributors to take this new PLM product to market. Those partners coveringcover a majority of North America,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.

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,In March, 2009 the catalystInternational Code Council (IBC 2009) published the 2009 International Building Code, a foundation document used by most jurisdictions in the United States as a starting point for Prolink International’s visiontheir own building codes.  IBC 2009 mandates the use of non-electrically powered emergency egress systems in most new and mandate occurred in 1988. During that year, a major cruise ship, The Scandinavian Star caughtexisting buildings with occupied floors 75’ above 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.emergency vehicle access.  

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 revenuerevenues and expenses during the reporting period. Actual results could differ from those estimates,estimates.

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

CashAccounts receivable are recorded at the invoiced amount and cash equivalents

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

The Company incurred $30,482 in interest expense.was obligated to pay $6,000 per month through June 2009 for financial and administrative services to Wireless Age Communications Inc. (“Wireless Age”).

The Company agreed to issue 9,400,000 common shares valued at $136,860 in full repaymenthas entered into strategic partnerships for the distribution of PLM products across the North American market place.  Deposits have been made by certain distribution partners for future royalties owed to Lumonall Canada Inc. In addition, the stock issued was in repaymentpurchase of a note payable of $50,000 and for payment of an intercompany liability of $86,860 owedPLM products. Deposits held by Lumonall Inc., to Lumonall Canada Inc.  Lumonall Canada Inc. is a related party by virtue of common directors and officers. As of December 31, 2008, 300,000 shares had not yet been issued and the Company has recorded a $4,368 un-issued share liability representing the fair value of the un-issued shares.totalled $121,367 at June 30, 2009 and March 31, 2009.

On July 1, 2008, under a private placement the Company offeredIn fiscal 2009, 10,000,000 common sharestock units of which 8,500,000 unitswere subscribed for, valued at $255,000 were subscribed.$300,000.  Each common stock unit consistsconsisted of one common stockshare and one warrant. The warrants expire inpurchase warrant exercisable at $0.05 for a duration of six months and can be exercised for $0.05 per share.months.  As of December 31, 2008, the common share units have not been issued and the Company has recorded $255,000at June 30, 2009 all common stock units subscribed, representing the fair value of the un-issued units. Under the private placement 500,000 units were subscribed, valued at $15,000 for previous consulting services provided and 3,500,000 units were subscribed, valued at $105,000 for previous related party services provided.issued.

Our online presence will also be growing, aidingpresent business strategy and direction is to distribute of photoluminescent (PLM) emergency egress systems.

Concurrent with these efforts, the Company is engaged in the education processdevelopment of applications of photoluminescent technology for both our distributorsother markets including transportation industries, residential safety and the general public. The new site will provide improved services for our distribution network, as well as the general public. This will likely include streaming video demonstrations (for both Exit Signs and SWGS), an on-line product catalogue, product FAQs, and a marketing materials database.

We generated $36,240$3,970 in revenues duringfrom the sale of PLM product in the three-month period ended December 31, 2008June 30, 2009, compared to $59,473 duringrevenues of $76,208 in the same three month period ended December 31, 2007.  The new PLM business plan was begun during the fourth quarter of fiscal 2007.for 2008.  Gross profit on sales during the current quarterthree month period was $13,356. Gross profits are expected$1,800 in comparison to rise as volumes increase.$15,788 in the prior year.  Year over year for the three months ended June 30, 2009 revenues declined $72,238.  The reduction in sales is a result of the Company  performing a complete analysis of the business including reviewing and reconsidering our channels to market.

We incurred management fees of $86,507$53,117 in the three-month period ended December 31, 2008,June 30, 2009, compared to $62,500$95,288 in the same period ended December 31, 2007. Accrued or paid managementJune 30, 2008. Management fees, during the currentthree month period were for the servicesended June 30, 2009 accrued and/or paid consisted of Mike Hetherman, our$15,750 to John Simmonds, CEO, $11,025 to Carrie Weiler, Corporate Secretary, and $11,025 to Gary Hokkanen, our CFO and Carrie Weiler, our Corporate Secretary.CFO. In addition, management fees included an amount$15,317 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.  Year over year management fees decreased $42,171 primarily a result in a change in management.  Management fees during the three-month period ended June 30, 2008 were for the services of Mike Hetherman, CEO; Carrie Weiler, our Corporate Secretary; Gary Hokkanen, our CFO; and a related party due to certain common officers, directors and ownership for the service of managerial level accounting and finance personnel.

We also incurred professional and consulting fees of $49,376$11,449 in the three-month period ended December 31, 2008June 30, 2009, compared to $116,867$99,797 in the same period ended December 31, 2007. ProfessionalJune 30, 2008 a decrease of $88,348.  Higher costs during fiscal 2009 are a result of the Company’s initial development of the Company’s business and consulting fees during the current period included various fees associated with the new business opportunity, including general management, technical, political lobbyist and marketing functions.strategy.

We incurred interest expense of $8,923$8,165 during the period ended June 30, 2009, compared to $12,804 during the three month period ended December 31,June 30, 2008 compared to $15,358 during the three month period ended December 31, 2007. Interest expense arosearising from a related party liability from which the Company is obligated to pay a 5% commitment fee of the maximum amount funded plus interest at Prime + 3% per annum.liabilities.

We recorded a foreign currency gainloss of $99,383$57,795 for the three monthsmonth period ended December 31, 2008 andJune 30, 2009 in comparison to a loss of $13,101$1,086 for the comparative period in 2007.ended June 30, 2008.  A substantial portion of the Company’s liabilities and

expenses are recorded in Canadian dollars.Dollars.  For the three month period ended December 31, 2008June 30, 2009, the U.S. dollarCanadian Dollar appreciated significantly in value to the CanadianU.S. Dollar which leadled to the foreign exchange gain.loss.

As a result, we incurred a net loss of ($43,184)170,090) during the three month period ended December 31, 2008,June 30, 2009, (approximately $0.000$0.001 per share) compared to a net loss of ($328,565)260,420) in the same period ended December 31, 2007 (approximately $0.003 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 increaseddecreased from $37,178$129,448 at March 31, 20082009 to $64,503$127,754 at December 31, 2008.  The increase is primarily the result of increased activity associated with the PLM business.June 30, 2009.

Our total liabilities increased from $1,063,402$1,308,409 at March 31, 20082009 to $1,111,430$1,476,805 at December 31, 2008.June 30, 2009, an increase of $168,396.  Accounts payable increased to $386,414 from $377,863, an increase of $8,551, amounts of which are primarily due to costs incurred for professional and accrued liabilities decreasedconsulting services. At June 30, 2009, due to related parties balance increased from $273,919$809,171 at the beginning of the yearMarch 31, 2009 to $232,632$965,811 at the end of the current quarter.June 30, 2009. Due to related parties increased from $418,994party 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 remained unchanged at $121,367.  At June 30, 2009 bank indebtedness was $3,213 compared to $Nil at March 31, 2008 to $748,929 at December 31, 2008. Deposits declined from $221,131 at the beginning of the year to $125,501 at December 31, 2008.  Unissued share liability declined to $4,368 at December 31, 2008 from $149,358 at March 31, 2008.2009.

The stockholders’ deficiency increased from ($1,026,224)1,178,961) at March 31, 20082009 to ($1,046,927)1,349,051) at December 31, 2008.  Operating losses were offset with anJune 30, 2009.  The increase is attributable to private placements generating net proceedsour loss of $205,000 during$170,090 for the nine month period ended December 31, 2008, and issuance of 9,100,000 common shares, valued at $132,490 as consideration for settlement in certain related party liabilities.  In addition, during the ninethree months ended December 31, 2008, 500,000 units were subscribed for valued at $15,000 as payment of prior consulting services and 3,500,000 units were subscribed for valued at $105,000 as payment for prior services provided by related parties. (Note 5) (See Statement of Stockholders’ Deficiency contained in the financial statements).June 30, 2009.

During the nine month periodthree months ended December 31, 2008June 30, 2009 we; 1) used $648,604$160,046 in cash in operating activities arising primarily from operating losses, and 2) generated $639,936$159,845 in cash from financing activities. Financing activities included cash proceeds$156,632 funded from related parties.

For the three month period ended June 30, 2009, the Company’s operations were substantially funded by related parties.  In order to ensure the success of $205,000 from private placements of common stockthe business, the Company will have to raise additional financing to satisfy existing liabilities and amountsto provide the necessary funding for future operations.

The Company heavily relies upon loans from related parties, specifically Newlook, to further provide capital contributions. As at June 30, 2009 the Company was indebted to Newlook in the amount of $434,936.$644,741. During the three month period ended June 30, 2009, amounts owed to Newlook increased $79,238, a result of $22,652 of cash advances, $8,165 of accrued interest and $48,421 relating to a foreign exchange loss. Amounts received from Newlook are recorded in Canadian Dollars and for the three month period ended June 30, 2009, the Canadian dollar appreciated significantly in value to the U.S. Dollar which led to the foreign exchange loss.

Going concern qualification:  We have incurred significant losses from operations for the nine month periodthree months ended December 31, 2008,June 30, 2009, and such losses are expected to continue until we can attain higher levels of revenue.continue.  In addition, we have a working capital deficit of $1,046,927$1,349,051 and an accumulated deficit of $4,376,638.$4,728,130.  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.

Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end of such period, are designedeffective to ensure that information required to be disclosed by us in the reports filedthat we file or submittedsubmit under the Exchange Act is recorded, processed, summarized and reported within the time periodperiods specified in the SEC'sSecurities and Exchange Commission rules and forms.  Disclosure

There have been no significant changes in our internal controls and  proceduresover financial reporting during the first quarter ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

This Quarterly Report does not include without  limitation,  controls and procedures  designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated  and  communicated  to management,  including the Chief Executive Officer and Chief Financial Officer,  as appropriate,  to allow timely decisions regarding required  disclosure.  Asan attestation report of the endCompany’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the period  covered  by this report,Securities and Exchange Commission that permit the Company carried out an evaluation,  under the supervision and with the  participation  of the Company's  management,  including the Company's Chief Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the design and operation of the Company's disclosure controls and procedures.  Based upon and as of the date of that  evaluation,  the Chief  Executive  Officer  and Chief Financial  Officer  concluded that the Company's  disclosure  controls and procedures are effective to ensure that information  required to be disclosedprovide only management’s report in the reports the Company  files and submits  under the  Exchange Act is recorded, processed, summarized and reported as and when required.this Quarterly Report.

There were no changes in the Company'sOur management is responsible for establishing and maintaining adequate internal control over financial reporting identifiedas defined in connectionRule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the Company evaluationmaintenance of these controls asrecords that in reasonable detail accurately and fairly reflect the transactions and dispositions of the endassets of the period covered by this reportcompany;

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

Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2009. In making this assessment, our management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the valuation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness.Treadway Commission (COSO).