SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
LUNA TECHNOLOGIES INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
William T. Hart - Attorney for Registrant
----------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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LUNA TECHNOLOGIES INTERNATIONAL, INC.
61A Fawcett Road
Coquitlam, British Columbia, Canada
V3K 6V2
(888) 955-8883
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY __, 2004
To the Shareholders:
Notice is hereby given that the annual meeting of the shareholders of Luna
Technologies International, Inc. (the "Company") will be held at 61A Fawcett
Road, Coquitlam, British Columbia, Canada on February __, 2004, at 10:00 A.M.,
for the following purposes:
(1) to elect the directors who shall constitute the Company's Board of
Directors for the ensuing year;
(2) to approve the issuance of 1,250,000 shares of common stock to Inject a
Light Corporation in consideration for the assignment of patent rights and
related technology to the Company.
(3) to ratify the appointment of Labonte & Co. as the Company's independent
accountants for the fiscal year ending December 31, 2003;
to transact such other business as may properly come before the meeting.
January __, 2004 is the record date for the determination of shareholders
entitled to notice of and to vote at such meeting. Shareholders are entitled to
one vote for each share held. As of January __, 2004, there were 6,577,836
issued and outstanding shares of the Company's common stock.
LUNA TECHNOLOGIES INTERNATIONAL, INC.
January __, 2004 By /s/ Kimberly Landry
-----------------------------------
President
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,
AND SIGN, DATE AND RETURN THE PROXY CARD.
TO SAVE THE COST OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY CARD PROMPTLY
LUNA TECHNOLOGIES INTERNATIONAL, INC.
61A Fawcett Road
Coquitlam, British Columbia, Canda
V3K 6V2
(888) 955-8883
PROXY STATEMENT
The accompanying proxy is solicited by the Company's directors for voting
at the annual meeting of shareholders to be held on February __, 2004, and at
any and all adjournments of such meeting. If the proxy is executed and returned,
it will be voted at the meeting in accordance with any instructions, and if no
specification is made, the proxy will be voted for the proposals set forth in
the accompanying notice of the annual meeting of shareholders. Shareholders who
execute proxies may revoke them at any time before they are voted, either by
writing to the Company at the address above or in person at the time of the
meeting. Additionally, any later dated proxy will revoke a previous proxy from
the same shareholder. This proxy statement was mailed to shareholders of record
on or about January __, 2004.
There is one class of capital stock outstanding. Provided a quorum
consisting of one-third of the shares entitled to vote is present at the
meeting, the affirmative vote of a majority of the shares of common stock voting
in person or represented by proxy is required to elect directors. Cumulative
voting in the election of directors is not permitted. The adoption of any other
proposals to come before the meeting will require the approval of a majority of
votes cast at the meeting.
Shares of the Company's common stock represented by properly executed
proxies that reflect abstentions or "broker non-votes" will be counted as
present for purposes of determining the presence of a quorum at the annual
meeting. "Broker non-votes" represent shares held by brokerage firms in
"street-name" with respect to which the broker has not received instructions
from the customer or otherwise does not have discretionary voting authority.
Abstentions and broker non-votes will not be counted as having voted against the
proposals to be considered at the meeting.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of December 31, 2003, information with
respect to the shareholdings of (i) each person owning beneficially 5% or more
of the Company's common stock (ii) each officer and director of the Company and
(iii) all officers and directors as a group. Unless otherwise indicated, each
owner has sole voting and investment powers over his shares of common stock.
Shares of
Name and Address Common Stock (1) Percent of Class
- ---------------- ---------------- --------------------
Kimberly Landry 1,930,000 29%
1653 Plateau Crescent
Coquitlam, British Columbia
Canada V3B 3E3
Douglas Sinclair 1,000 (2) *
1653 Plateau Crescent
Coquitlam, British Columbia
Canada V3B 3E3
Brian Fiddler 78,000 1%
61A Fawcett Road
Coquitlam, British Columbia
Canada V3K 6V2
Shares of
Name and Address Common Stock Percent of Class
- ---------------- ------------- --------------------
Robert H. Humber 790,000 12%
130581/239th Ave., N.E
Seattle, WA 98125-4614
William Donovan 438,000 7%
37 Saratoga Drive
Dartmouth, Nova Scotia
Canada B2X 5P9
All Officers and Directors 2,799,000 43%
as a Group (4 persons)
* Less than 1%
(1) Excludes shares issuable upon the exercise of options or warrants held by
the following persons:
Shares Issuable Upon Exercise of
Name Options or Warrants Exercisable
Kimberly Landry -
Douglas Sinclair -
Brian Fiddler 100,000
Robert H. Humber -
William Donovan -
(2) Mr. Sinclair is the common law husband of Ms. Landry. As a result, Mr.
Sinclair may be deemed the beneficial owner of the shares owned by Ms.
Landry.
ELECTION OF DIRECTORS
Unless the proxy contains contrary instructions, it is intended that the
proxies will be voted for the election of the current directors listed below to
serve as members of the board of directors until the next annual meeting of
shareholders and until their successors shall be elected and shall qualify.
Name Age Position with Company
Kimberly Landry 37 President, Secretary and a Director
Douglas Sinclair 54 Executive Vice President
Brian Fiddler 42 Chief Financial Officer and a Director
Robert H. Humber 58 Director
Kimberly Landry has been the Company's President since September 1, 2001.
Ms. Landry has been the Secretary of the Company, as well as a director since
April 1999. Since December 1994 Ms. Landry has also been an officer and director
of LTI.
Douglas Sinclair has been the Company's Executive Vice President since
September 1, 2001. Mr. Sinclair had been the Company's Chief Financial Officer
from July 1, 2002 to January 2003. Mr. Sinclair has been the Chief Executive
Officer of the Company's Canadian subsidiary since January 1, 2000. Between 1995
and October 1999 Mr. Sinclair provided consulting services to LTI in the areas
of research, development and marketing. Prior to 1995 Mr. Sinclair was an
independent consultant to companies engaged in developing, manufacturing and
marketing photoluminescent products.
Brian Fiddler is the Company's Chief Financial and Accounting Officer.
Between November 2002 and January 2003 Mr. Fiddler was a consultant to the
Company. In April 2003 Mr. Fiddler was appointed a director of the Company.
Since 1992 Mr. Fiddler has had his own public accounting firm and has been a
member of the Certified General Accountants Association of British Columbia.
Robert H. Humber was the President of the Company between September 1,
2001 and April 1999. Mr. Humber has been a director of the Company since April
1999. Between July 1996 and November 1999 Mr. Humber was the president of LTI.
Prior to July 1996 Mr. Humber worked with Douglas Sinclair and Kimberly Landry
in developing photoluminescent products. For the past twenty-three years Mr.
Humber has also been an independent investigator and security consultant
providing services to law enforcement agencies and private industry.
Mr. Sinclair is the common law husband of Ms. Landry.
The Company's Board of Directors met four times during the year ending
December 31, 2002. All of the Directors attended each of these meetings either
in person or by telephone conference call. The Company does not have a
compensation or audit committee.
For purposes of electing directors at its annual meeting the Company does
not have a nominating committee or a committee performing similar functions. The
Company's board of directors does not believe a nominating committee is
necessary since the Company only has three directors.
Holders of the Company's common stock can send written communications to
the Company's entire board of directors, or to one or more board members, by
addressing the communication to "the Board of Directors" or to one or more
directors, specifying the director or directors by name, and sending the
communication to the Company's offices in British Columbia. Communications
addressed to the Board of Directors as whole will be delivered to each board
member. Communications addressed to a specific director (or directors) will be
delivered to the director (or directors) specified.
Executive Compensation
Annual Compensation Long Term Compensation
------------------------------- -----------------------
Other Re-
Annual stricted
Name and Compen- Stock Options
Principal Fiscal Salary Bonus sation Awards Granted
Position Year (1) (2) (3) (4) (5)
- --------- ------ ------- ------ ------- --------- -------
Kimberly Landry, 2002 $20,000 -- -- -- --
President since 2001 $32,667 -- -- -- --
September 1, 2001 2000 $36,000 -- -- -- --
and Secretary
Douglas Sinclair, 2002 $50,000 -- -- -- --
Executive Vice 2001 $40,000 -- -- -- --
President 2000 $40,000 -- -- -- --
(1) The dollar value of base salary (cash and non-cash) received. (2) The dollar
value of bonus (cash and non-cash) received.
(3) Any other annual compensation not properly categorized as salary or bonus,
including perquisites and other personal benefits, securities or property.
(4) Amounts reflect the value of the shares of the Company's common stock issued
as compensation for services.
The table below shows the number of shares of the Company's common stock
owned by the officers listed above, and the value of such shares as of December
31, 2002.
Name Shares Value
---- ------ ------
Kimberly Landry 1,930,000 $579,000
Douglas Sinclair 1,000 $ 300
(5) The shares of common stock to be received upon the exercise of all stock
options granted during the fiscal years shown in the table.
The Company's Canadian subsidiary has an employment agreement with
Kimberly Landry whereby the subsidiary has agreed to pay Ms. Landry a salary of
$3,333 per month during the twelve-month period ending December 31, 2003.
The Company's Canadian subsidiary has an employment agreement with Douglas
Sinclair whereby the subsidiary has agreed to pay Mr. Sinclair a salary of
$5,000 per month during the twelve-month period ending December 31, 2003.
Long Term Incentive Plans - Awards in Last Fiscal Year
None.
Employee Pension, Profit Sharing or Other Retirement Plans
Except as provided in the Company's employment agreements with its
executive officers, the Company does not have a defined benefit, pension plan,
profit sharing or other retirement plan, although the Company may adopt one or
more of such plans in the future.
Compensation of Directors
Standard Arrangements. At present the Company does not pay its directors
for attending meetings of the Board of Directors, although the Company may adopt
a director compensation policy in the future. The Company has no standard
arrangement pursuant to which directors of the Company are compensated for any
services provided as a director or for committee participation or special
assignments.
Other Arrangements. During the year ended December 31, 2002, and except as
disclosed elsewhere in this registration statement, no director of the Company
received any form of compensation from the Company.
Stock Option and Bonus Plans
The Company has an Incentive Stock Option Plan, a Non-Qualified Stock
Option Plan and a Stock Bonus Plan. A summary description of each Plan follows.
In some cases these three Plans are collectively referred to as the "Plans".
None of the plans have been approved by the Company's shareholders.
Incentive Stock Option Plan. The Incentive Stock Option Plan authorizes
the issuance of options to officers, directors and key employees of the Company
for the purchase of shares of the Company's Common Stock.
In order to qualify for incentive stock option treatment under the
Internal Revenue Code, the following requirements must be complied with:
1. Options granted pursuant to the Plan must be exercised no later than:
(a) The expiration of thirty (30) days after the date on which an
option holder's employment by the Company is terminated.
(b) The expiration of one year after the date on which an option
holder's employment by the Company is terminated, if such termination is due to
the Employee's disability or death.
2. In the event of an option holder's death while in the employ of the
Company, his legatees or distributees may exercise (prior to the option's
expiration) the option as to any of the shares not previously exercised.
3. The total fair market value of the shares of Common Stock (determined
at the time of the grant of the option) for which any employee may be granted
options which are first exercisable in any calendar year may not exceed
$100,000.
4. Options may not be exercised until one year following the date of
grant. Options granted to an employee then owning more than 10% of the Common
Stock of the Company may not be exercisable by its terms after five years from
the date of grant.
5. The purchase price per share of Common Stock purchasable under an
option is determined by the Committee but cannot be less than the fair market
value of the Common Stock on the date of the grant of the option (or 110% of the
fair market value in the case of a person owning the Company's stock which
represents more than 10% of the total combined voting power of all classes of
stock).
Non-Qualified Stock Option Plan. The Non-Qualified Stock Option Plan
authorizes the issuance of options to purchase shares of the Company's Common
Stock. The Company's employees, directors, officers, consultants and advisors
are eligible to be granted options pursuant to the Plan, provided however that
bona fide services must be rendered by such consultants or advisors and such
services must not be in connection with the offer or sale of securities in a
capital-raising transaction. The option exercise price is determined by the
Committee but cannot be less than the par value of the Company's Common Stock on
the date the option is granted.
Options granted pursuant to the Plan not previously exercised terminate
upon the date specified when the option was granted.
Stock Bonus Plan. Shares of Common Stock may be granted under the Stock
Bonus Plan to the Company's employees, directors, officers, consultants and
advisors provided, however, that bona fide services must be rendered by
consultants or advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction.
Other Information Regarding the Plans. The Plans are administered by the
Company's Board of Directors. The Board of Directors has the authority to
interpret the provisions of the Plans and supervise the administration of the
Plans. In addition, the Board of Directors is empowered to select those persons
to whom shares or options are to be granted, to determine the number of shares
subject to each grant of a stock bonus or an option and to determine when, and
upon what conditions, shares or options granted under the Plans will vest or
otherwise be subject to forfeiture and cancellation.
In the discretion of the Board of Directors, any option granted pursuant
to the Plans may include installment exercise terms such that the option becomes
fully exercisable in a series of cumulating portions. The Board of Directors may
also accelerate the date upon which any option (or any part of any options) is
first exercisable. Any shares issued pursuant to the Stock Bonus Plan and any
options granted pursuant to the Incentive Stock Option Plan or the Non-Qualified
Stock Option Plan will be forfeited if the "vesting" schedule established by the
Board of Directors at the time of the grant is not met. For this purpose,
vesting means the period during which the employee must remain an employee of
the Company or the period of time a non-employee must provide services to the
Company. At the time an employee ceases working for the Company (or at the time
a non-employee ceases to perform services for the Company), any shares or
options not fully vested will be forfeited and cancelled. In the discretion of
the Board of Directors payment for the shares of Common Stock underlying options
may be paid through the delivery of shares of the Company's Common Stock having
an aggregate fair market value equal to the option price, provided such shares
have been owned by the option holder for at least one year prior to such
exercise. A combination of cash and shares of Common Stock may also be permitted
at the discretion of the Board of Directors.
Options are generally non-transferable except upon death of the option
holder. Shares issued pursuant to the Stock Bonus Plan will generally not be
transferable until the person receiving the shares satisfies the vesting
requirements imposed by the Board of Directors when the shares were issued.
The Board of Directors of the Company may at any time, and from time to
time, amend, terminate, or suspend one or more of the Plans in any manner it
deems appropriate, provided that such amendment, termination or suspension
cannot adversely affect rights or obligations with respect to shares or options
previously granted. The Board of Directors may not, without shareholder
approval: make any amendment which would materially modify the eligibility
requirements for the Plans; increase or decrease the total number of shares of
Common Stock which may be issued pursuant to the Plans except in the case of a
reclassification of the Company's capital stock or a consolidation or merger of
the Company; reduce the minimum option price per share; extend the period for
granting options; or materially increase in any other way the benefits accruing
to employees who are eligible to participate in the Plans.
The Plans are not qualified under Section 401(a) of the Internal Revenue
Code, nor are they subject to any provisions of the Employee Retirement Income
Security Act of 1974.
Summary.
The following table shows the weighted average exercise price of the
outstanding options granted pursuant to the Company's Incentive and
Non-Qualified Stock Option Plans as of December 31, 2002, the Company's most
recent fiscal year end. The Company's Incentive and Non-Qualified Stock Option
Plans have not been approved by the Company's shareholders.
Number of Securities
Remaining Available
Number For Future Issuance
of Securities Under Equity
to be Issued Weighted-Average Compensation Plans
Upon Exercise Exercise Price (Excluding Securities
of Outstanding of Outstanding Reflected in
Plan category Options (a) Options Column (a))
- ------------- --------------- ---------------- --------------------
Incentive Stock
Option Plan -- -- 200,000
Non-Qualified
StockOption Plan -- -- 570,000
The following sets forth certain information as of December 31, 2003,
concerning the stock options and stock bonuses granted by the Company. Each
option represents the right to purchase one share of the Company's common stock.
All option and bonus shares were issued after December 31, 2002.
Total Shares Remaining
Shares Reserved for Shares Options/
Reserved Outstanding Issued As Shares
Name of Plan Under Plan Options Stock Bonus Under Plan
Incentive Stock Option Plan 750,000 - N/A 745,000
Non-Qualified Stock Option Plan 1,350,000 185,000 N/A 782,330
Stock Bonus Plan 1,000,000 N/A 200,000 800,000
Transactions with Related Parties
In January 2001 the Company acquired from LTI, a corporation controlled by
Kimberly Landry, office and production equipment, as well as the rights to
certain tradenames used by the Company. In consideration for these assets the
Company agreed to pay LTI $41,142 prior to June 30, 2001. The maturity date on
this loan has been extended to January 1, 2004.
In May 2001 the Company issued 350,000 shares of its common stock to
Kimberly Landry, an officer and director of the Company, in payment of $137,072
advanced to the Company by Ms. Landry.
Proposal to Approve Issuance of Common Stock to INJECT A LIGHT CORPORATION
The Company's shareholders are requested to approve the issuance of
1,250,000 shares of the Company's common stock to Inject a Light Corporation for
the assignment of the patents and technology described below. Inject a Light
Corporation is controlled by Kimberly Landry and Douglas Sinclair.
Emergency Pathmarking System
In June 2003 Inject a Light Corporation agreed to assign to the Company
the rights to a provisional patent application and proprietary technology which
relate to a new emergency path marking system. In consideration for the
assignment of these rights, the Company agreed to issue 750,000 shares of its
common stock to Inject a Light.
The path marking technology uses the Company's proprietary Lunaplast
photoluminescent material to form words, symbols or path markings on a clear or
nearly clear background. Lunaplast stores light from any external radiant energy
source such as visible light, ultraviolet light, or infrared radiation and other
illumination sources and then emits light which is visible for several days
after all other illumination sources are extinguished.
Many building codes and regulations for ships, vehicles, passenger
transportation systems, mines and other spaces require path marking systems to
show exit routes when normal lighting fails. To maximize the amount of light
emitted from the sign or path marking, traditional photometric signs and path
marking systems are designed with legends seen in silhouette against a
photoluminescent background. Traditional path marking systems usually have
backup power sources to ensure operation when power fails. However, all these
systems suffer from the same disadvantages in that they are expensive to
purchase, install and maintain. In addition, backup power sources can fail due
to fire, battery failure or other causes.
Effective emergency path markings must have conspicuous legends. Balancing
this objective is the need for the signs and markings to not detract from the
aesthetic features of the space when not in use. Conventional electrical
emergency exit signs tend to be bulky and unattractive. During the past 10
years, electric exit signs with transparent backgrounds have developed. These
signs, commonly called edge-lighted signs, require continuous electric light
that illuminates the sign through its edge. Words or symbols are seen as masks
or etchings that are applied to the sign face. Although these signs have high
aesthetic appeal because their backgrounds do not detract from the architectural
space, they nevertheless require a continuous electric light source with backup
electrical supply.
The Company's proprietary path marking technology combines the advantages
of the edge-lit signs with the advantage of photoluminescent signs. A solution
impregnated with Lunaplast is either poured or inserted in a cavity or a recess
formed or carved in the shape of the required words, symbols, or path markings.
This technique reduces the amount of photoluminescent pigment used, and hence
the cost, by confining the luminance to the words, symbols or path markings and
not the background as in traditional photoluminescent signs or path marking
systems. The process of mixing Lunaplast in a liquid solution also increases the
density of the photoluminescent pigment and the resulting light which is
generated by the path marking system.
The Company's path marking system is non invasive to the general
surroundings, yet is clearly visible in emergency situations when there is an
electrical power outage. Unlike battery-powered path marking systems, no
replacement, maintenance or systematic checking of the batteries is required for
systems using the Company's technology.
Applications for this new technology include exit and directional signs
(both overhead and floor level), and linear path marking systems which do not
consume electrical energy and which require conspicuous words or symbols with
inconspicuous backgrounds that are aesthetically appealing in any architectural
space.
On June 9, 2003 Kimberly Landry and Douglas Sinclair filed a provisional
patent application for the path marking system with the U.S. Patent and
Trademark Office. The provisional patent application and technology for the path
marking system were assigned to Inject a Light by Ms. Landry and Mr. Sinclair on
June 26, 2003. As of December 31, 2003 the provisional patent application was
pending.
Light Cover
In June 2003 Inject a Light Corporation agreed to assign to the Company the
rights to a provisional patent application and proprietary technology which
relate to a photoluminescent light cover. In consideration for the assignment of
these rights, the Company agreed to issue 500,000 shares of its common stock to
Inject a Light.
The light cover fits over an electric lamp so that radiant energy from the
electrical lamp is stored in the light cover during normal operation of the
lamp. As a result, the light cover is able to generate light for an extended
period after the electric lamp is extinguished. The light cover is nearly
transparent and is extruded or injection molded from clear thermoplastic
materials containing the Company's proprietary Lunaplast photoluminescent
material. The light cover can be designed to fit almost any fluorescent,
incandescent, or metal halide lamp.
Building codes and regulations for ships, vehicles, passenger transportation
systems, mines and other spaces require that exit routes be lighted continuously
during occupation to permit safe egress at all times. Backup power sources such
as batteries and petroleum-fueled generators are usually employed to ensure
these requirements are met when normal power to the lighting fails. However,
traditional backup power systems do not necessarily ensure that occupants will
be able to locate the exit routes after normal power is interrupted. For
example, fire can damage a centrally located power source, related distribution
and transfer systems, and fuel storage. Batteries can fail as they expire over a
period of time. In addition, emergency lighting systems are expensive to
purchase, install and to maintain. When emergency lighting systems fail,
evacuation can be impaired which can lead to panic, physical and psychological
injury and loss of life.
Applications for this new technology include emergency lighting systems
(both overhead and floor level), as well as general and supplemental lighting
systems. Unlike battery-powered emergency lighting systems, the light cover does
not require replacement, maintenance or systematic checking of batteries.
The provisional patent application and technology for the light cover were
assigned to Inject a Light by Kimberly Landry on June 26, 2003. On November 25,
2003 the Company filed a patent application for the light cover with the U.S.
Patent and Trademark Office. As of December 31, 2003 the patent application was
pending.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Labonte & Co., independent certified
public accountants, to audit the books and records of the Company for the fiscal
year ending December 31, 2003. Labonte & Co. served as the Company's independent
public accountants for the fiscal year ended December 31, 2002. A representative
of Labonte & Co. is not expected to be present at the shareholders' meeting.
The following table sets forth the aggregate fees billed to the Company
for the year ended December 31, 2002 by LaBonte & Co., LLP, the Company's
independent auditors:
Audit Fees $ 12,954
Audit-Related Fees -
Financial Information Systems -
Design and Implementation Fees -
Tax Fees -
All Other Fees -
Audit fees represent amounts billed for professional services rendered for
the audit of the Company's annual financial statements and the reviews of the
financial statements included in the Company's Forms 10-Q for the fiscal year.
Before LaBonte & Co. was engaged by the Company to render audit services, the
engagement was approved by the Company's Board of Directors.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The Company's Annual Report on Form 10-KSB for the year ending December 31,
2002 will be sent to any shareholder of the Company upon request. Requests for a
copy of this report should be addressed to the Secretary of the Company at the
address provided on the first page of this proxy statement.
SHAREHOLDER PROPOSALS
Any shareholder proposal which may properly be included in the proxy
solicitation material for the annual meeting of shareholders following the
Company's year ending December 31, 2003 must be received by the Secretary of the
Company no later than _______, 2004.
GENERAL
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement, and all other costs in connection with solicitation
of proxies will be paid by the Company including any additional solicitation
made by letter, telephone or telegraph. Failure of a quorum to be present at the
meeting will necessitate adjournment and will subject the Company to additional
expense. The Company's annual report, including financial statements for the
2002 fiscal year, is included in this mailing.
The Company's Board of Directors does not intend to present and does not
have reason to believe that others will present any other items of business at
the annual meeting. However, if other matters are properly presented to the
meeting for a vote, the proxies will be voted upon such matters in accordance
with the judgment of the persons acting under the proxies.
Please complete, sign and return the enclosed proxy promptly. No postage is
required if mailed in the United States.
PROXY
LUNA TECHNOLOGIES INTERNATIONAL, INC.
This Proxy is solicited by the Company's Board of Directors
The undersigned stockholder of the Company, acknowledges receipt of the Notice
of the Annual Meeting of Stockholders, to be held _______, 2004, 10:00 A.M.
local time, at 61A Fawcett Road, Coquitlam, British Columbia, Canada and hereby
appoints ______________or ______________with the power of substitution, as
Attorneys and Proxies to vote all the shares of the undersigned at said annual
meeting of stockholders and at all adjournments thereof, hereby ratifying and
confirming all that said Attorneys and Proxies may do or cause to be done by
virtue hereof. The above named Attorneys and Proxies are instructed to vote all
of the undersigned's shares as follows:
(1) To elect the directors who shall constitute the Company's Board of
Directors for the ensuing year.
__ FOR all nominees listed below (except as marked to the contrary below)
__ WITHHOLD AUTHORITY to vote for all nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
Nominees: Kimberly Landry Robert Humber Brian Fiddler
(2) To approve the issuance of 1,250,000 hares of common stock to Inject a
Light Corporation in consideration for the assignment of patent rights and
related technology to the Company. ___ FOR ___ AGAINST ___ ABSTAIN
(3) To ratify the appointment of Labonte & Co. as the Company's independent
accountants for the fiscal year ending December 31, 2003.
___ FOR ___ AGAINST ___ ABSTAIN
To transact such other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ITEMS 1, 2 AND 3.
Dated this ___ day of ________, 2004.
_________________________________
(Signature)
_________________________________
(Signature)
Please sign your name exactly as it appears on your stock certificate. If shares
are held jointly, each holder should sign. Executors, trustees, and other
fiduciaries should so indicate when signing.
Please Sign, Date and Return this Proxy so that your shares may be voted at the
meeting.