lunlform8k_august-2009.htm
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 20, 2009
LUMONALL
INC.
(Exact
name of Registrant as specified in its charter)
NEVADA 0-28315 13-1026995
(State or
other jurisdiction
of(Commission (IRS
Employer
incorporation) File
Number) Identification
Number)
3565 King Road, Suite
102
King City, Ontario, Canada
L7B 1M3
(Address
of principal executive offices)
(905)
833-9845
(Registrant’s
telephone number, including area code)
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:
|
|
|
|
|
Written
communications pursuant to Rule 425 under the Securities
Act
|
|
|
|
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
|
|
|
|
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
|
|
|
|
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
|
Table of
Contents
|
Item
1.01:
|
Entry
into a Material Definitive
Agreement.
|
|
Item
9.01:
|
Financial
Statements and Exhibits.
|
|
Item
1.01:
|
Entry
into a Material Definitive
Agreement.
|
On August 20, 2009, Lumonall, Inc.
(“Lumonall” or the “Company”) entered into an Outsourcing and Royalty
Agreement (the “Agreement”), with a newly formed entity called Lumonall
International Corporation (“Lumonall International”).
Pursuant
to the terms of the Agreement, Lumonall International received exclusive rights
to distribute Lumonall and Prolink branded photo luminescent signs and safety
way guidance products in North America.
Lumonall
International is owned and managed by the principals of Vecture Inc. (“Vecture”)
a Toronto area electronics design and contract manufacturer. Lumonall
International is incorporate pursuant to the laws of the British Virgin
Islands.
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.
In
exchange Lumonall International agreed to pay the Company a royalty 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 for cash, $17,521
paid to the Company and $80,000 to unpaid suppliers.
The
tradename Lumonall (the
“Tradename”) was sold to Lumonall International in exchange for a $200,000
promissory note (the “Note”). The Note is secured by a general security
agreement pledging a first charge security interest in the Tradename, 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 is obligated to change its name as soon as practical following
closing.
|
Item
9.01:
|
Financial
Statements and Exhibits.
|
A copy of
the Agreement is appended hereto as Exhibit 10.1.
The
Company issued a press release describing the Agreement on August 26, 2009, a
copy of which is appended hereto as Exhibit 99.1.
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.
| |
Company Name |
|
| |
|
|
|
|
Date:
August 26, 2009
|
By:
|
/s/
Gary Hokkanen |
|
| |
|
Name:
Gary Hokkanen |
|
| |
|
Title:
Chief Financial Officer |
|
| |
|
|
|