February 14, 2006
By facsimile to (212) 930-9725 and U.S. Mail
Ms. Kimberly Landry
Chief Executive Officer
Luna Technologies International, Inc.
61B Fawcett Road
Coquitlam, British Columbia, Canada V3K 6V2
Re: Luna Technologies International, Inc.
Preliminary Information Statement on Schedule 14C
Filed January 27, 2006
Annual Report on Form 10-KSB for the fiscal year ended
December
31, 2004
and Subsequent Quarterly Reports on Form 10-QSB
File No. 0-29991
Dear Ms. Landry:
We limited our reviews of the preliminary proxy statement,
the
annual report, and the subsequent quarterly reports to the
comments
below. No further review of the filings has been or will be made.
Where indicated, we think that you should revise the
documents
in response to the comments. If you disagree, we will consider
your
explanation why a comment is inapplicable or a revision is
unnecessary. Be as detailed as necessary in your explanation. To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information. We may raise additional
comments after reviewing this information.
Our review`s purpose is to assist you in your compliance
with
applicable disclosure requirements and to enhance the overall
disclosure in your documents. We look forward to working with you
to
achieve these objectives. We welcome any questions that you may
have
about the comments or any other aspect of our review. You may
call
us at the telephone numbers listed at the end of this letter.
Pre14C
1. Disclosure indicates that Luna Technologies International, Inc.
or
Luna is seeking written consent to amend its certificate of
incorporation to increase the number of authorized capital from 35
million to 110 million shares, of which 100 million will be common
stock and 10 million will be preferred stock. Disclosure
indicates
also that Luna has allocated and plans to register 35,383,956
shares,
based upon current prices, to cover the conversion of its secured
convertible notes. Luna must provide the information required by
Item 11 of Schedule 14A, including the financial and other
information required by Item 13(a) of Schedule 14A. See Item 1 of
Schedule 14C. Please revise.
2. It is unclear from the table on page 2 that a majority of the
shareholders have consented to the actions specified in the
information statement. Please illustrate how you have determined
that you have received the required number of consents.
Alternatively, amend on Schedule 14A. If you have the requisite
number of votes or consents, you should highlight this in the
disclosure and identify the individuals who have provided the
necessary approval.
Secured Convertible Notes, page 3
3. Disclosure that investors are obligated to provide you with an
aggregate of $4 million appears inconsistent with disclosure
elsewhere that the amount is $1 million. Please advise.
4. Please provide the basis for the statement in the risk factor
on
page 4 that the shares issuable upon conversion of the secured
convertible notes and upon exercise of the warrants may be sold
without restriction.
10-KSB
Item 8A. Controls and Procedures
5. The next comment is applicable also to the 10-QSBs for March
31,
2005, June 30, 2005, and September 30, 2005. See Item 3 of Form
10-
QSB.
6. We note your statement that your chief executive officer and
your
chief financial officer evaluated the effectiveness of your
disclosure controls and procedures and in her opinion the
disclosure
controls and procedures ensure that material information is made
known to her to allow timely decisions on required disclosure. It
does not appear that your chief
executive officer and your principal financial officer
reached a
conclusion that your disclosure controls and procedures are
effective. Please revise to address your certifying officers`
conclusions on the effectiveness of your disclosure controls and
procedures.
Exhibit 31
7. You may not alter the language of the certifications required
by
section 302 of the Sarbanes-Oxley Act of 2002 and our rules on
that
section. See Item 601(b)(31) of Regulation S-K. Since your
certification language must conform exactly to the applicable
rules,
we have the comments immediately below.
8. You include the individual`s title in your certifications where
you are instructed to insert the certifying individual`s identity.
The certifying officers are required to certify in their personal
capacity. See paragraph 1 of Item 601(b)(31) of Regulation S-B.
Please revise.
9. Your certifying officers state in paragraph 4(b) that they
"evaluated the effectiveness of the registrant`s disclosure
controls
and procedures as of a date within 90 days prior to the filing of
this year end report." Revise so that paragraph 4(b) reads that
your
certifying officers "evaluated the effectiveness of the small
business issuer`s disclosure controls and procedures and presented
in
this report our conclusions about the effectiveness of the
disclosure
controls and procedures, as of the end of the period covered by
this
report based on such evaluation." See paragraph 4(c) of Item
601(b)(31) of Regulation S-B.
10. Please delete paragraph 4(c) because the revised paragraph
4(b)
must contain that information. See paragraph 4(c) of Item
601(b)(31)
of Regulation S-B.
11. Your certifying officers state in paragraph 5(a) that they
have
disclosed "all significant deficiencies in the design or operation
of
internal controls which could adversely affect the registrant`s
ability to record, process, summarize and report financial data
and
have identified for the registrant`s auditors any material
weaknesses
in internal controls." Revise so that paragraph 5(a) reads that
your
certifying officers have disclosed "All significant deficiencies
and
material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely
affect the small business issuer`s ability to record, process,
summarize and report financial information." See paragraph 5(a)
of
Item 601(b)(31) of Regulation S-B.
12. Please delete paragraph 6 because that information is not
required in the certifications. See Item 601(b)(31) of Regulation
S-
B.
Closing
As appropriate, amend the filings and respond to these
comments
within 10 business days. Alternatively, tell us within 10
business
days when you will provide us a response. To expedite our review,
Luna may wish to provide us three marked courtesy copies of the
amendments. Include with the filings any supplemental information
requested and a cover letter tagged as correspondence that keys
the
response to the comments. If Luna thinks that compliance with the
comments is inappropriate, provide the basis in the letter. We
may
have additional comments after review of the amendments, the
responses to the comments, and any supplemental information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the filings reviewed by us to ensure that they
have
provided all information investors require for an informed
decision.
Since Luna and its management are in possession of all facts
relating
to the disclosure in the filings, they are responsible for the
adequacy and accuracy of the disclosures that they have made.
When responding to our comments, provide a written statement
from Luna in which Luna acknowledges that:
* Luna is responsible for the adequacy and accuracy of the
disclosure
in the filings.
* Our comments or changes to disclosures in response to our
comments
do not foreclose the Commission from taking any action on the
filings.
* Luna may not assert our comments as a defense in any proceedings
initiated by the Commission or any person under the United States`
federal securities laws.
The Commission`s Division of Enforcement has access to all
information that Luna provides us in our review of the filings or
in
response to our comments on the filings.
You may direct questions on comments and disclosure issues to
Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Christopher
B.
Edwards, Special Counsel, at (202) 551-3742.
Very truly yours,
Pamela A. Long
Assistant Director
cc: Gregory Sichenzia, Esq.
Marcelle S. Balcombe, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, NY 10018
Ms. Kimberly Landry
February 14, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE