InFor the past oursix month period ended September 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 threesix month period ended December 31, 2008September 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.

In February 2007, we adoptedlight of general economic conditions and the Company’s current financial performance and financial position the Company has taken steps to restructure the manner in which the Company operates.  In August 2009, the Company entered into an Outsourcing and Royalty Agreement with a new business plan.  To implement this new business plan we acquirednewly formed entity called Lumonall International Corporation.  Pursuant to the licensing, manufacturing and distributionterms of the Agreement, Lumonall International received exclusive rights to a process for photo luminous pigments and production of foil used in manufacturing of photo luminous materials.

Our present business strategy and direction is to become a leader in the development and distribution of photoluminescent (PLM) emergency egress systems at a lower costto government parties in North America.  Concurrent with these efforts, the Company is engaged in the development of applications of photo luminescent technology for other markets including transportation industries, residential safety 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.decorative uses.

In April 2007, we appointedexchange Lumonall International agreed to pay the Company a new Presidentroyalty over a 10 year period. The royalty will be calculated as 10% of gross margin defined as gross sales, less payments discounts, direct cost of goods sold, applicable taxes and COO. Mike Hetherman, of the Willis Supply Groupsales commissions.

The tradename Lumonall was sold to Lumonall International in Burlington, Ontario, Canada (near Toronto), has beenexchange for a $200,000 secured  promissory note.  The Note is secured by a general security agreement pledging a first charge security interest in the Building materials Distribution businessTradename, bears interest at Canadian Prime rate, payable at maturity and matures on the earlier of; 1) 5 years from the date of closing, or 2) when Lumonall International transfers, sells or assigns the Tradename to others. The Company will recognize a gain in the period in which payments are made under the promissory note for over 20 years. Inby the mid 80's he startedpurchaser. The Company is obligated to change its name as a designer and in 1992 became partners in Willis Supply. Willis was established 40 years ago and has exclusive distributionsoon as practical following closing.

Proposed Acquisition 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 CanadaCleanWear Products Ltd, JM Harris Holdings Inc. 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.Copyright Name CleanWear

On April 1, 2008, John Simmonds stepped down asNovember 3, 2009, the Company entered into a Letter of Intent with Mr. Jonathan M. Harris with respect to the proposed acquisition of CleanWear Products Ltd, JM Harris Holdings Inc. and the copyright name CleanWear.  Mr. Harris is the sole shareholder of CleanWear and Holdings. CleanWear is a manufacturer of reusable and limited use garments and gloves for industrial, clean room and static operations and Holdings is a separate legal entity which owns the land and building where the operations reside. Pursuant to the terms of the Letter of Intent, Lumonall  agreed to acquire all of the issued and outstanding shares of CleanWear and Holdings, and the Name. The purchase price , subject to terms and conditions, will be paid by the issuance of restricted common shares of the Company and the remainder of the purchase price will be paid by the issuance of a Lumonall secured promissory note. The closing date of the acquisition shall be subject to the Companies due diligence of CleanWear and Holdings and the issuance of audited financial statements.

As part of the acquisition Mr. Harris will be appointed 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. John G. Simmonds will resign. Mr. Simmonds will continue to servestay on as Chairmanchairman of the Board and providewill continue to assist Mr. Harris with strategic guidance and support to the Company.matters.

DuringIn light of general economic conditions and the one-month period between MayCompany’s current financial performance and June 2007, we signedfinancial position the Company continues to perform a numbercomplete 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 continue to take this new PLM productsteps to market. Those partners, covering a majority of North America, now includerestructure the Willis Group of Companiesmanner in Canada, and Designer Building Solutions, Butler-Johnson Corporation, Hallmark Building Supplies and Parksite, Inc.which the Company operates.

Management intends to seek other business opportunities in the United States.same sector to diversify its operations.  The Company believes that attractive opportunities will become available as the current global financial crisis subsides in the markets the Company operates.

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.

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.

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.

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 laborlabour 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.

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.change and the adoption for our product may be slow.

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.

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 policespolicies summarized below.below:

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.

 

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 provides for income taxes using the asset and liability method as prescribed by Statement of Financial Accounting Standards No.in accordance with FASB ASC 740 (prior authoritative literature, FAS 109, “Accounting for Income Taxes”). Under the assetsasset and liability method deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amountsamount 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,FASB ASC 740, 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.

In April 2009, the FASB issued FASB ASC 320-10-65 (prior authoritative literature, FSP No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”).  FASB ASC 320-10-65 amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This guidance does not expect itamend existing recognition and measurement guidance related to have a material effect].

In March 2008,April 2009, the FASB issued StatementFASB ASC 320-12-65 (prior authoritative literature, FSP No. FAS 107-1 and APB No. 28-1, “Interim Disclosures about Fair Value of Financial Accounting StandardsInstruments”) which amends SFAS No. 161, “Disclosures107, Disclosures about DerivativeFair Value of Financial Instruments, and Hedging Activities” (“SFAS 161”to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies, as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. FASB ASC 320-12-65 are effective for interim reporting periods ending after June 15, 2009. Adoption of FASB ASC 320-12-65 did not have a material effect on the financial statement disclosures.

In May 2009, the FASB issued FASB ASC 855-10 (prior authoritative literature, FSB No. FAS 165, “Subsequent Events”). SFAS 161 is intended to improve financial reporting about derivative instrumentsFASB ASC 855-10 established general standards of accounting for and hedging activities by requiring companies to enhance disclosure about how these instruments and activities affect their financial position, performance and cash flows. SFAS 161 also improvesof events that occur after the transparency about the location and amounts of derivative instruments in a company’sbalance sheet date but before financial statements and how they are accounted for under SFAS 133. SFAS 161issued. FASB ASC 855-10 is effective for interim or annual financial statements issued for fiscal years beginningperiods ending after NovemberJune 15, 2008 and interim periods beginning after that date. As2009: as such, the Company is required to adopt these provisions beginning with the quarter endingstandards in March 2009. The Company is currently evaluating the adoption of this pronouncement and expects nocurrent period. FASB ASC 855-10 did not have a material impacteffect on the Company’sfinancial position, cash flows, or results of operations.

In June 2009, the FASB issued FASB ASC 105-10 (prior authoritative literature, FSB No. FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162”), to formally establish the FASB Accounting Standards Codification as the single source of authoritative, nongovernmental U.S. GAAP, in addition to guidance issued by the SEC. On the effective date, the Codification will supersede existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification becomes nonauthoritative. Therefore, from the effective date of the Codification, there will no longer be levels of authoritative GAAP, rather there will only be authoritative and nonauthoritative GAAP. All content within the Codification carries the same level of authority. The Statement makes the Codification effective for interim and annual periods ending after September 15, 2009.   FASB ASC 105-10 did not have a material effect on its consolidated financial statements.

Periodically expenses of the Company are paid by related parties on behalf of the Company.  These transactions result in non-interest and interest bearing payables to related parties with no specific terms of repayment other than as described below.  At December 31, 2008September 30, 2009, amounts due to related parties amounted to $748,929.$ 1,055,312.  Related parties of the Company include directors, officers and entities under common management.

Newlook Industries Corp., a related party (due to common officers with the Company) agreed to further fund the development of the Company’s business at an interest rate of Prime + 3% per annum and assumedgeneral security over all the outstanding related party liability to Gamecorp Ltd. as settlementCompany’s assets in event of default. During the six month period ended September 30, 2009, amounts owed to Newlook increased $138,955, a result of $16,934 of cash advances, $17,339 of accrued interest and $104,682 relating to a foreign exchange loss. Amounts received from Gamecorp. DuringNewlook are recorded in Canadian Dollars and for the ninesix month period ended December 31, 2008,September 30, 2009, the Canadian dollar appreciated significantly in value to the U.S. Dollar which led to the foreign exchange loss.

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.totaled $121,367 at September 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 September 30, 2009 all common stock units subscribed, representingwere issued.

In August 2009, the fair valueCompany entered into an Outsourcing and Royalty Agreement with a newly formed entity called Lumonall International Corporation. Pursuant to the terms of the un-issued units. Under the private placement 500,000 units were subscribed, valued at $15,000 for previous consulting services providedAgreement, Lumonall International received exclusive rights to distribute Lumonall and 3,500,000 units were subscribed, valued at $105,000 for previous related party services provided.

WithIn exchange Lumonall International agreed to pay the Company a North American distribution networkroyalty over a 10 year period. The royalty will be calculated as 10% of gross margin defined as gross sales, less payments discounts, direct cost of goods sold, applicable taxes and sales commissions.

Lumonall International acquired $97,521 of photo luminescent inventory, $17,521 paid in place, we have meanscash to capitalizethe Company and $80,000 to unpaid suppliers.

Lumonall products for the six months ended September 30, 2009 were sold through distribution agreements covering most regions of North America. Distributors include Willis Group of Companies in Canada, Designer Building Solutions, Butler-Johnson Corporation and Hallmark Building Supplies in the United States. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker who comprehensively manages the entire business. The Company does not operate any material separate lines of business or separate business entities. Accordingly, the Company does not accumulate discrete financial information, other than product revenue and material costs, with respect to separate product lines and does not have separately reportable segments as defined by FSAB ASC 280-10 (Prior authoritative literature SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”).

For the three months ended September 30, 2009 and 2008, Willis Group of Companies and Hallmark Building Supplies accounted for photo luminescent product. Looking forward, the keys to success will be to further trainapproximately 100% and equip that network for83% of sales, respectively.

In light of general economic conditions and the benefitsCompany’s current financial performance and financial position the Company has taken steps to restructure the manner in which the Company operates.  In August 2009, the Company entered into an Outsourcing and Royalty Agreement with a newly formed entity called Lumonall International Corporation.  Pursuant to the terms of PLMthe Agreement, Lumonall International received exclusive rights to distribute Lumonall and Prolink branded photo luminescent signs and safety way guidance products in North America.  The rights apply to all of North America except for the Canadian government and all its agencies, all provinces and territories of Canada and all their agencies and agents of the Canadian government, or of any province, in their capacity as owners or managers of buildings.

Our present business strategy and direction is to become a leader in the development and distribution of photoluminescent (PLM) emergency egress systems to government parties in North America.  Concurrent with regard tothese efforts, the Company is engaged in the development of applications of photo luminescent technology for other markets including transportation industries, residential safety and energy conservation.decorative uses.

We continueLumonall is committed to ramp up our media strategy to improve awareness regarding PLM Exit Signsbeing at the forefront of the development and Safety Way Guidance Systems (“SWGS”), as well as lobbying all levelsdistribution of government to further effect both energy saving legislation, in addition to building safety requirements.

RESULTS OF OPERATION

Comparison of Results of Operations for the Three Month PeriodMonths Ended December 31,September 30, 2009 and 2008 and 2007

We generated $36,240$8,538 in revenues duringfrom the sale of PLM product in the three-month period ended December 31, 2008September 30, 2009, compared to $59,473 duringrevenues of $90,146 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$3,559 in comparison to rise as volumes increase.$37,252 in the prior year.  Year over year for the three months ended September 30, 2009 revenues declined $81,608.  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 including entering into an Outsourcing and Royalty Agreement  in August 2009.

We incurred management fees of $86,507$53,658 in the three-month period ended December 31, 2008,September 30, 2009, compared to $62,500$96,660 in the same period ended December 31, 2007. Accrued or paid managementSeptember 30, 2008. Management fees, during the currentthree month period were for the servicesended September 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$15,858 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 $43,002 primarily a result in a change in management.  Management fees during the three-month period ended September 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 incurred office and general expenses of $11,117$23,489 in the three-month period ended December 31, 2008September 30, 2009, compared to $122,760$70,229 in the same period ended December 31, 2007,September 30, 2008, a decrease of $111,643.$46,740.  During the three month period ended September 30, 2008 the new PLM business plan was initiated and required significantly more resources during the Company’s current state of evolution. In addition, during the three month period ended September 30, 2009 the Company has focused on strict cost control measures to address limited financial resources.  Office and general expenses include travel, and auto, occupancy, communications and other similar costs associated with operating the business in its current state of evolution. The higher costs for the three month period ended December 31, 2007 are a result of the incremental start up costs incurred for the new business plan.  During the three month period ended December 31, 2008 travel and entertainment costs totaled $1,012, wages totaled $8,228, other miscellaneous costs totaling $1,877. We expect operating costs to increase as volumes under the new business plan arise.

We also incurred professional and consulting fees of $49,376$8,069 in the three-month period ended December 31, 2008September 30, 2009, compared to $116,867$93,075 in the same period ended December 31, 2007. ProfessionalSeptember 30, 2008 a decrease of $85,006.  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$9,174 during the period ended September 30, 2009, compared to $8,753 during the three month period ended December 31,September 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$68,253 for the three monthsmonth period ended December 31, 2008 andSeptember 30, 2009 in comparison to a lossgain of $13,101$22,501 for the comparative period in 2007.ended September 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, 2008September 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)159,084) during the three month period ended December 31, 2008, (approximately $0.000 per share)September 30, 2009, compared to a net loss of ($328,565)208,964) in the same period ended December 31, 2007 (approximately $0.003 per share)September 30, 2008.

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.

Comparison of Results of Operations for the Nine Month PeriodSix Months Ended December 31,September 30, 2009 and 2008 and 2007

We generated $202,594$12,508 in revenues duringfrom the nine-monthsale of PLM product in the six-month period ended December 31, 2008September 30, 2009, compared to $59,473 duringrevenues of $166,354 in the ninesame six 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 ninesix month period was $5,359 in comparison to $53,040 in the prior year.  Year over year for the six months ended December 31, 2008 was $66,396. Gross profits are expectedSeptember 30, 2009 revenues declined $153,846.  The reduction in sales is a result of the Company performing a complete analysis of the business including reviewing and reconsidering our channels to rise as volumes increase.market including entering into an Outsourcing and Royalty Agreement  in August 2009.

We incurred management fees of $278,455$106,775 in the nine-monthsix-month period ended December 31, 2008,September 30, 2009, compared to $177,500$191,948 in the same period ended December 31, 2007. Accrued or paid managementSeptember 30, 2008. Management fees, during the currentsix month period were for the servicesended September 30, 2009 accrued and/or paid consisted of Mike Hetherman, our$31,500 to John Simmonds, CEO, $22,050 to Carrie Weiler, Corporate Secretary, and $22,050 to Gary Hokkanen, our CFO and Carrie Weiler, our Corporate Secretary.CFO. In addition, management fees included an amount$31,175 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 $85,173 primarily a result in a change in management.  Management fees during the six-month period ended September 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 incurred office and general expenses of $147,410$64,852 in the nine-monthsix month period ended December 31, 2008September 30, 2009, compared to $474,219$138,302 in the same period ended December 31, 2007,September 30, 2008, a decrease of $326,809.$73,450.  During the six month period ended September 30, 2008 the new PLM business plan was initiated and required significantly more resources during the Company’s current state of evolution. In addition, during the six month period ended September 30, 2009 the Company has focused on strict cost control measures to address limited financial resources.  Office and general expenses include travel, and auto, occupancy and communications and other similar costs associated with operating the business in its current state of evolution.  The higher costs for the nine month period end December 31, 2007 are a result of the incremental start up costs incurred for the new business plan.  During the ninesix month period ended December 31, 2008 travelSeptember 30, 2009, wages and entertainmentconsulting costs totaled $66,803; advertisingaccounted for $37,912, directors fees for $8,000 and promotion totaled $21,782, administrative services totaling $9,767, wages totaling $15,002general office and other miscellaneous expenses $18,940. The costs totaling $34,056.are primarily related to management’s 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 volumes under thewe pursue new business plan arise.business.

We also incurred professional and consulting fees of $242,248$19,518 in the nine-monthsix-month period ended December 31, 2008September 30, 2009, compared to $655,282$192,872 in the same period ended December 31, 2007. ProfessionalSeptember 30, 2008 a decrease of $173,354.  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 $30,482$17,339 during the nineperiod ended September 30, 2009, compared to $21,558 during the six month period ended December 31,September 30, 2008 compared to $15,358 during the nine 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 loss of $126,049 for the six month period ended September 30, 2009 in comparison to a gain of $119,631 for the nine months ended December 31, 2008 and a loss of $6,173$22,255 for the comparative period ended September 30, 2008.  A substantial portion of the Company’s liabilities and expenses are recorded in 2007.Canadian Dollars.  For the six month period ended September 30, 2009, the Canadian Dollar appreciated significantly in value to the U.S. Dollar which led to the foreign exchange loss.

As a result, we incurred a net loss of ($512,568)329,174) during the ninesix month period ended December 31, 2008, (approximately $0.004 per share)September 30, 2009, compared to a net loss of ($1,336,954)469,385) in the same period ended December 31, 2007 (approximately $0.013 per share)September 30, 2008.

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 $64,503$Nil at December 31, 2008.  The increase is primarily theSeptember 30, 2009, substantially as a result of increased activity associated with the PLM business.sale and transfer of $123,441 in inventory.

Our total liabilities increased from $1,063,402$1,308,409 at March 31, 20082009 to $1,111,430$1,508,135 at December 31, 2008.September 30, 2009, an increase of $199,726.  Accounts payable decreased to $331,455 from $377,863, a decrease of $46,408, amounts of which are primarily due to costs incurred for professional and accrued liabilities decreased from $273,919 at the beginning of the year to $232,632 at the end of the current quarter.consulting services.  Due to related parties balance increased from $418,994$809,171 at March 31, 20082009 to $748,929$1,055,312 at December 31, 2008. Deposits declined from $221,131 atSeptember 30, 2009. Due to related party amounts do not have specific repayment terms and it is expected that these amounts will be repaid as the beginningfinancial position of the year to $125,501Company improves. Distributor deposits for the future purchase of photo luminescent products remained unchanged at December 31, 2008.  Unissued share liability declined to $4,368 at December 31, 2008 from $149,358 at March 31, 2008.$121,367.

The stockholders’ deficiency increased from ($1,026,224)1,178,961) at March 31, 20082009 to ($1,046,927)1,508,135) at December 31, 2008.  Operating losses were offset with anSeptember 30, 2009.  The increase is attributable to private placements generating net proceedsour loss of $205,000 during$329,174 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 ninesix 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).September 30, 2009.

expenses as incurred.  In addition to normal accounts payable and accrued liabilities of $232,632$331,455 we also owe related parties $748,929.$1,055,312 without specific repayment terms and $121,367 in distributor deposits. Our only current sourcessource for capital are related partycould be loans or private placements of common stock.

During the nine month periodsix months ended December 31, 2008September 30, 2009 we; 1) used $648,604$246,334 in cash in operating activities arising primarily from operating losses, and 2) generated $639,936$246,133 in cash from financing activities. Financing activities included cash proceeds$246,133 funded from related parties.

For the six month period ended September 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 September 30, 2009 the Company was indebted to Newlook in the amount of $434,936.$704,458. During the six month period ended September 30, 2009, amounts owed to Newlook increased $138,955, a result of $16,934 of cash advances, $17,339 of accrued interest and $104,682 relating to a foreign exchange loss. Amounts received from Newlook are recorded in Canadian Dollars and for the three month period ended September 30, 2009, the Canadian dollar appreciated significantly in value to the U.S. Dollar which led to the foreign exchange loss.

Our current cash resources areNewlook is an investment and merchant banking enterprise focused on the development of its technology investments. Newlook’s investments have suffered due to unforeseen events and the global financial crisis. Newlook may not sufficientbe able to support the businessprovide additional capital over the next 12 monthsyear to the Company in order to satisfy existing liabilities and we are unable to carry out any plan of business without funding. We will need additional debt or equitymake further 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, as of the date of this report, we have been successful in arranging incremental financing through equity private placements and anticipate continued success in this area.  The inabilitycontributions. Failure to obtain sufficient funds from external sources when needed will have a material adverse affect on our results of operations and financial condition.such capital could adversely impact the Company’s operations.

Going concern qualification:  We have incurred significant losses from operations for the nine month periodthree months ended December 31, 2008,September 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$1,508,135 and an accumulated deficit of $4,376,638.$4,887,214.  The foregoing raises substantial doubt about the Company's ability to continue as a going concern.  Management's plans include seeking additional capital and/or debt financing.  There is no guarantee that additional capital and/or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to us.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

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