UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE
OF EARLIEST REPORTED EVENT - AUGUST 28, 2007
LUMONALL
INC.
(Exact
name of Registrant as specified in its charter)
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NEVADA
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0-28315
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13-1026995
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
Number)
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12650
Jane Street
King
City, Ontario, Canada L7B 1A3
(Address
of principal executive offices)
(905)
833-9845
(Registrant’s
telephone number, including area code)
Midland
International Corporation
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities
Act
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Table
of Contents
Item
5.02: Election
of Directors; Appointment of Principal Officers.
Item
5.02: Election
of Directors; Appointment of Principal Officers.
At
a
meeting of the Board of Directors (the “Board”) on August 28, 2007, the Board of
Lumonall Inc. (the “Company”) appointed four additional new members to the
Board, Mr. Geir Drangsholt, Mr. Michael Hetherman, Mr. Frank Høyen and Mr. Bjørn
Pedersen. With these new appointments the Board consists of 6 directors,
including Ms. Carrie Weiler and Mr. John Simmonds.
With
regard to Board appointments, Messrs. Drangsholt, Hoyen and Pedersen will
be
considered independent directors. Mr. Hetherman was also appointed President
and
Chief Operating Officer of Lumonall Inc. and therefore will be considered
a
non-independent executive director.
Mr.
Gary
Hokkanen
was
appointed Chief Financial Officer of the Company.
Frank
Høyen,
Director
Frank
Høyen, 52, is Managing Director of Prolink International AS. He has both law
and
economics degrees from the University of Oslo in Norway, and lectured on
Public
Economics for three years at BI Norwegian School of Management, a private
university in Norway. Mr. Høyen was a consultant for the Norwegian Regional
Development Fund in Oslo for five years, spent 11 years as the financial
and
city manager of Mo I Rana, a small city in northern Norway, as well as five
years as the general manager of the Hospital in the same location.
He
has
also held various board positions during his career, in addition to currently
residing on the boards of Prolink International, Prolink Holdings, Prolink
Property Rights, and Chairman of the Board for Meglerhuset Mo AS, a real
estate
organization in Norway.
Mr.
Høyen
will serve as chairman of the Audit Committee of the Board.
Geir
Drangsholt, Director
Geir
Drangsholt, 47, 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
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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.
Mr.
Drangsholt will serve on the Audit Committee of the Board.
Bjørn
Pedersen, Director
Bjørn
Pedersen, 44, 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.
Mr.
Pedersen will serve as a member of the Audit Committee of the
Board.
Michael
J. Hetherman, Director,
President and Chief Operating Officer
Mike
Hetherman, 42, 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.
Mr.
Hetherman is compensated through a management services agreement between
Katemy
Holdings Inc. and Lumonall Inc. The agreement was entered into on May 20,
2007
and is subject to renewal of its terms on December 1, 2007. Katemy Holdings
Inc.
is paid $15,000 per month for services provided.
Gary
N. Hokkanen, Chief Financial Officer
Gary
Hokkanen, 51, 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
TSX
Exchange, 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.
Mr.
Hokkanen, will be compensated through a non-exclusive consulting services
agreement entered into with Company on June 1, 2007 which expires on June
30,
2008. Mr. Hokkanen will be paid $3,500 per month for services
provided.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Lumonall Inc.
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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LUMONALL,
INC. |
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| Dated: September
4, 2007 |
By: |
/s/
Gary
N. Hokkanen |
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Name:
Gary N. Hokkanen |
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Title:
Chief Financial Officer |