LUNA TECHNOLOGIES INTERNATIONAL, INC.
61B FAWCETT ROAD
COQUITLAM, BRITISH COLUMBIA
CANADA V3K 6V2
INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
British Columbia, Canada
*, 2006
This information statement has been mailed on or about *, 2006 to the
stockholders of record on *, 2006 (the "Record Date") of Luna Technologies
International, Inc., a Delaware corporation (the "Company") in connection with
certain actions to be taken by the written consent by a majority of the
stockholders of the Company, dated as of March 30, 2006. The actions to be taken
pursuant to the written consent shall be taken on or about *, 2006, 20 days
after the mailing of this information statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
By Order of the Board of Directors,
/s/ Kimberly Landry
-------------------------------
Kimberly Landry
Chief Executive Officer and
Director
1
NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF MAJORITY
STOCKHOLDERS IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS, DATED MARCH 30,
2006.
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the following action will be taken pursuant to
a written consent of a majority of stockholders dated March 30, 2006, in lieu of
a special meeting of the stockholders. Such action will be taken on or about *,
2006:
1. To Amend the Company's Certificate of Incorporation, to increase the
number of authorized capital of the Company from an aggregate of 35,000,000
shares to an aggregate of 110,000,000, of which 100,000,000 shall be common
stock, par value $.0001 per share (the "Common Stock") and 10,000,000 shall be
preferred stock, par value $.0001.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization consisted
of 30,000,000 shares of Common Stock, of which * shares were issued and
outstanding and 5,000,000 shares of preferred stock of which * shares were
issued and outstanding. Holders of Common Stock of the Company have no
preemptive rights to acquire or subscribe to any of the additional shares of
Common Stock.
Each share of Common Stock entitles its holder to one vote on each matter
submitted to the stockholders.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the proposal will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to the
stockholders. The Company anticipates that the actions contemplated herein will
be effected on or about the close of business on *, 2006.
This Information Statement will serve as written notice to stockholders
pursuant to Section 242 of the General Corporation Law of the State of Delaware.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables sets forth, as of April 4, 2006, the number of and
percent of the Company's common stock beneficially owned by o all directors and
nominees, naming them, o our executive officers, o our directors and executive
officers as a group, without naming them, and o persons or groups known by us to
own beneficially 5% or more of our common stock:
The Company believes that all persons named in the table have sole voting
and investment power with respect to all shares of common stock beneficially
owned by them.
- ----------------------------------------------------------------------------------------------------------
Name and Address Shares of Common Stock (1) Percent of Class (1)
- ----------------------------------------------------------------------------------------------------------
Kimberly Landry 1,604,000 (2) 8.16%
c/o Luna International Technologies, Inc.
61 B Fawcett Road, Coquitlam,
British Columbia, Canada V3K 6V2
- ----------------------------------------------------------------------------------------------------------
Robert H. Humber 100,000 *
c/o Luna International Technologies, Inc.
61 B Fawcett Road, Coquitlam,
British Columbia, Canada V3K 6V2
- ----------------------------------------------------------------------------------------------------------
Leslie James Porter 500,000 2.54%
c/o Luna International Technologies, Inc.
61 B Fawcett Road, Coquitlam,
British Columbia, Canada V3K 6V2
- ----------------------------------------------------------------------------------------------------------
Seth M. Shaw 2,000,000 10.18%
c/o Luna International Technologies, Inc.
61 B Fawcett Road, Coquitlam,
British Columbia, Canada V3K 6V2
- ----------------------------------------------------------------------------------------------------------
Douglas Sinclair 1,585,000 8.07%
1653 Plateau Cresent
Coquitlam, British Columbia
Canada V3B 3E3
- ----------------------------------------------------------------------------------------------------------
Michael Harrison 1,869,000 9.51%
c/o Luna International Technologies, Inc.
61 B Fawcett Road, Coquitlam,
British Columbia, Canada V3K 6V2
- ----------------------------------------------------------------------------------------------------------
Barry Drummond 1,045,000 5.32%
c/o Luna International Technologies, Inc.
61 B Fawcett Road, Coquitlam,
British Columbia, Canada V3K 6V2
- ----------------------------------------------------------------------------------------------------------
Walter Doyle 1,000,000 5.09%
c/o Luna International Technologies, Inc.
61 B Fawcett Road, Coquitlam,
British Columbia, Canada V3K 6V2
- ----------------------------------------------------------------------------------------------------------
All officers and directors as a group (3 ---------------- 10.7%
persons)
- ----------------------------------------------------------------------------------------------------------
*Less than one percent.
(1) In accordance with Rule 13d-3(d)(1)(i) of the Securities Exchange Act of
1934, as amended, or the Exchange Act, shares beneficially owned at any date
include shares issuable upon the exercise of stock options, warrants, rights or
conversion privileges within 60 days of that date. For the purpose of computing
the percentage of outstanding shares beneficially owned by a particular person,
any securities not outstanding that are subject to stock options, warrants,
rights or conversion privileges exercisable by that person within 60 days of
April 4, 2006 have been deemed to be outstanding, but have not been deemed
outstanding for the purpose of computing the percentage of the class
beneficially owned by any other person. Based upon 19,648,398 issued and
outstanding as of April 4, 2006.
(2) Includes 11,000 shares of common stock issuable upon exercise of options
which are presently exercisable at a price of $0.04. \
2
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
On March 30, 2006, a majority of the stockholders of the Company, set
forth in the table below, approved an amendment to the Company's Certificate of
Incorporation, as amended, to increase the number of authorized shares from an
aggregate of 35,000,000 to an aggregate of 100,000,000. The Company currently
has authorized Common Stock of 30,000,000 shares and 5,000,000 Preferred Stock
of which approximately 19,648,398 shares of Common Stock and 0 shares of
Preferred Stock are outstanding as of April 4, 2006. The Board believes that the
increase in authorized common shares would provide the Company greater
flexibility with respect to the Company's capital structure for such purposes as
additional equity financing, and stock based acquisitions.
----------------------------------------------------------- ----------------------------------
Shareholder Beneficial Ownership
----------------------------------------------------------- ----------------------------------
Seth Shaw 2,000,000
----------------------------------------------------------- ----------------------------------
Michael Harrison 1,869,000
----------------------------------------------------------- ----------------------------------
Kimberly Landry 1,604,000
----------------------------------------------------------- ----------------------------------
Barry Drummond 1,045,000
----------------------------------------------------------- ----------------------------------
Walter Doyle 1,000,000
----------------------------------------------------------- ----------------------------------
Grover Wong 762,100
----------------------------------------------------------- ----------------------------------
Leslie James Porter 500,000
----------------------------------------------------------- ----------------------------------
Keuhne Dev. & Co. 427,775
----------------------------------------------------------- ----------------------------------
Finter Bank AG 388,000
----------------------------------------------------------- ----------------------------------
Lusierna Asset Management Ltd. 300,000
----------------------------------------------------------- ----------------------------------
Total 9,895,875
----------------------------------------------------------- ----------------------------------
INCREASE IN AUTHORIZED COMMON STOCK AND PREFERRED STOCK
As of the Record Date, a total of * shares of the Company's currently
authorized 30,000,000 shares of Common Stock and * shares of authorized
Preferred Stock are issued and outstanding. The holders of our common stock do
not have cumulative voting rights and are entitled to one vote per share on all
matters to be voted upon by the stockholders. Our common stock is not entitled
to preemptive rights and is not subject to redemption (including sinking fund
provisions) or conversion. Upon our liquidation, dissolution or winding-up, the
assets (if any) legally available for distribution to stockholders are
distributable ratably among the holders of our common stock after payment of all
classes or series of our preferred stock. All outstanding shares of our common
stock are validly issued, fully-paid and nonassessable. The rights, preferences
and privileges of holders of our common stock are subject to the preferential
rights of all classes or series of preferred stock that we may issue in the
future.
Our board of directors has the authority to issue shares of preferred
stock in one or more series and to determine all of the rights, preferences,
privileges and restrictions of the preferred stock. If we issue any preferred
stock, it may have the effect of delaying or preventing a change in control
without further action by our stockholders and may adversely affect the voting,
dividend and other rights of the holders of our common stock. The issuance of
preferred stock with voting and/or conversion rights may adversely affect the
voting power of the holders of our common stock, including the loss of voting
control to others.
The terms of the additional shares of Common Stock will be identical to
those of the currently outstanding shares of Common Stock. However, because
holders of Common Stock have no preemptive rights to purchase or subscribe for
any unissued stock of the Company, the issuance of additional shares of Common
Stock will reduce the current stockholders' percentage ownership interest in the
total outstanding shares of Common Stock. This amendment and the creation of
additional shares of authorized common stock will not alter the current number
of issued shares. The relative rights and limitations of the shares of Common
Stock will remain unchanged under this amendment.
The Preferred Stock, like our currently authorized preferred stock, will
be "blank check" preferred stock, giving the board of directors the
authorization, without further stockholder approval, to issue up to 10,000,000
shares of preferred stock from time to time in one or more series and to fix the
number of shares and the relative dividend rights, conversion rights, voting
rights and other rights and qualifications of any such series. The authorized
shares of Preferred Stock issued will be available for issuance for those
purposes as the board of directors may deem advisable without further action by
the stockholders, except as may be required by the Company's Articles of
Incorporation and applicable laws and regulations.
The increase in the number of authorized but unissued shares would enable
the Company, without further stockholder approval, to issue shares from time to
time as may be required for proper business purposes, such as raising additional
capital for ongoing operations, business and asset acquisitions, stock splits
and dividends, present and future employee benefit programs and other corporate
purposes.
3
The proposed increase in the authorized number of shares of Common Stock
could have a number of effects on the Company's stockholders depending upon the
exact nature and circumstances of any actual issuances of authorized but
unissued shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable law)
in one or more transactions that could make a change in control or takeover of
the Company more difficult. For example, additional shares could be issued by
the Company so as to dilute the stock ownership or voting rights of persons
seeking to obtain control of the Company, even if the persons seeking to obtain
control of the Company offer an above-market premium that is favored by a
majority of the independent shareholders. Similarly, the issuance of additional
shares to certain persons allied with the Company's management could have the
effect of making it more difficult to remove the Company's current management by
diluting the stock ownership or voting rights of persons seeking to cause such
removal. The Company does not have any other provisions in its certificate or
incorporation, by-laws, employment agreements, credit agreements or any other
documents that have material anti-takeover consequences. Additionally, the
Company has no plans or proposals to adopt other provisions or enter into other
arrangements, except as disclosed below, that may have material anti-takeover
consequences. The Board of Directors is not aware of any attempt, or
contemplated attempt, to acquire control of the Company, and this proposal is
not being presented with the intent that it be utilized as a type of
anti-takeover device.
Except for the following, there are currently no plans, arrangements,
commitments or understandings for the issuance of the additional shares of
Common Stock which are proposed to be authorized:
SECURED CONVERTIBLE NOTES
To obtain funding for its ongoing operations, the Company entered into a
Securities Purchase Agreement with four accredited investors, AJW Partners, LLC,
AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital
Partners, LLC, on December 16, 2005 for the sale of (i) $1,000,000 in secured
convertible notes and (ii) warrants to buy 1,000,000 shares of the Company's
common stock. The investors are obligated to provide us with an aggregate of
$1,000,000 as follows:
o $400,000 was disbursed on December 21, 2005;
o $300,000 was disbursed on February 2, 2006; and
o $300,000 will be disbursed within five days of the effectiveness of a
registration statement on Form SB-2 covering the number of shares of the
Company's common stock underlying the secured convertible notes, and the
warrants.
Accordingly, the Company have received a total of $700,000 pursuant to the
Securities Purchase Agreement. The proceeds received from the sale of the
secured convertible notes were used for general corporate purposes and working
capital. The proceeds form the sale of the remainder of the secured convertible
notes will also be used for general corporate purposes and working capital.
The secured convertible notes bear interest at 8%, unless the common stock
of the Company is greater than $0.2125 per share for each trading day of a
month, in which event no interest is payable during such month. The secured
convertible notes mature three years from the date of issuance, and are
convertible into the Company's common stock, at the Purchasers' option, at a 50%
discount to the average of the three lowest trading prices of the common stock
during the 20 trading day period prior to conversion.
The full principal amount of the secured convertible notes are due upon a
default under the terms of secured convertible notes. In addition, the Company
granted the investors a security interest in substantially all of its assets and
intellectual property. The Company is required to file a registration statement
with the Securities and Exchange Commission within 45 days of closing, which
will include 200% of the common stock underlying the secured convertible notes,
and the warrants. If the registration statement is not declared effective within
120 days from the date of closing, the Company is required to pay liquidated
damages to the investors. In the event that the Company breaches any
representation or warranty in the Securities Purchase Agreement, the Company is
required to pay liquidated damages in shares or cash, at the election of the
Company, in an amount equal to three percent of the outstanding principal amount
of the secured convertible notes per month plus accrued and unpaid interest.
The warrants are exercisable until five years from the date of issuance at
a purchase price of $0.40 per share. The investors may exercise the warrants on
a cashless basis if the shares of common stock underlying the warrants are not
then registered pursuant to an effective registration statement. In the event
the Investors exercise the warrants on a cashless basis, then the Company will
not receive any proceeds. In addition, the exercise price of the warrants will
be adjusted in the event the Company issues common stock at a price below
market, with the exception of any securities issued as of the date of the
warrants or issued in connection with the secured convertible notes issued
pursuant to the Securities Purchase Agreement.
Upon an issuance of shares of common stock below the market price, the
exercise price of the warrants will be reduced accordingly. The market price is
determined by averaging the last reported sale prices for the Company's shares
of common stock for the five trading days immediately preceding such issuance as
set forth on the Company's principal trading market. The exercise price shall be
determined by multiplying the exercise price in effect immediately prior to the
dilutive issuance by a fraction. The numerator of the fraction is equal to the
sum of the number of shares outstanding immediately prior to the offering plus
the quotient of the amount of consideration received by the Company in
connection with the issuance divided by the market price in effect immediately
prior to the issuance. The denominator of such issuance shall be equal to the
number of shares outstanding after the dilutive issuance.
The conversion price of the secured convertible notes and the exercise
price of the warrants may be adjusted in certain circumstances such as if the
Company pays a stock dividend, subdivides or combines outstanding shares of
common stock into a greater or lesser number of shares, or takes such other
actions as would otherwise result in dilution of the selling stockholder's
position.
The investors have agreed to restrict their ability to convert their
secured convertible notes or exercise their warrants and receive shares of the
Company's common stock such that the number of shares of common stock held by
them in the aggregate and their affiliates after such conversion or exercise
does not exceed 4.9% of the then issued and outstanding shares of common stock.
4
The following are the risks associated with entering into the Securities
Purchase Agreement:
THERE ARE A LARGE NUMBER OF SHARES UNDERLYING OUR SECURED CONVERTIBLE NOTES AND
WARRANTS THAT MAY BE AVAILABLE FOR FUTURE SALE AND THE SALE OF THESE SHARES MAY
DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.
As of April 4, 2006, we had 19,648,398 shares of common stock issued and
outstanding, secured convertible notes outstanding that may be converted into an
estimated 6,666,667 shares of common stock at current market prices and
outstanding warrants to purchase 2,818,750 shares of common stock. Additionally,
we have an obligation to sell secured convertible notes that may be converted
into an estimated 2,857,143 shares of common stock at current market prices and
issue warrants to purchase 300,000 shares of common stock in the near future. In
addition, the number of shares of common stock issuable upon conversion of the
outstanding secured convertible notes may increase if the market price of our
stock declines. All of the shares issuable upon conversion of the secured
convertible notes and upon exercise of our warrants, will be freely tradeable
upon the effectiveness of the Registration Statement which includes those
shares. The sale of these shares may adversely affect the market price of our
common stock.
THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR SECURED CONVERTIBLE
NOTES COULD REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF SHARES, WHICH
WILL CAUSE DILUTION TO OUR EXISTING STOCKHOLDERS.
Our obligation to issue shares upon conversion of our secured convertible
notes is essentially limitless. The following is an example of the amount of
shares of our common stock that are issuable, upon conversion of our secured
convertible notes (excluding accrued interest), based on market prices 25%, 50%
and 75% below the market price, as of April 3, 2006 of $.21.
NUMBER OF
% BELOW MARKET PRICE PER SHARE DISCOUNT OF 40% SHARES ISSUABLE
- -------------- --------------- --------------- ---------------
25% $.1575 $.0788 12,698,413
50% $.1050 $.0525 19,047,619
75% $.0525 $.0263 38,095,238
As illustrated, the number of shares of common stock issuable upon conversion of
our secured convertible notes will increase if the market price of our stock
declines, which will cause dilution to our existing stockholders.
THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR SECURED CONVERTIBLE
NOTES MAY ENCOURAGE INVESTORS TO MAKE SHORT SALES IN OUR COMMON STOCK, WHICH
COULD HAVE A DEPRESSIVE EFFECT ON THE PRICE OF OUR COMMON STOCK.
The secured convertible notes are convertible into shares of our common
stock at a 50% discount to the trading price of the common stock prior to the
conversion. The significant downward pressure on the price of the common stock
as the investors convert and sells material amounts of common stock could
encourage short sales by investors. This could place further downward pressure
on the price of the common stock. The investors could sell common stock into the
market in anticipation of covering the short sale by converting their
securities, which could cause the further downward pressure on the stock price.
In addition, not only the sale of shares issued upon conversion or exercise of
the secured convertible notes, but also the mere perception that these sales
could occur, may adversely affect the market price of the common stock.
THE ISSUANCE OF SHARES UPON CONVERSION OF THE SECURED CONVERTIBLE NOTES AND
EXERCISE OF OUTSTANDING WARRANTS MAY CAUSE IMMEDIATE AND SUBSTANTIAL DILUTION TO
OUR EXISTING STOCKHOLDERS.
The issuance of shares upon conversion of the secured convertible notes
and exercise of warrants may result in substantial dilution to the interests of
other stockholders since the investors may ultimately convert and sell the full
amount issuable on conversion. Although the investors may not convert their
secured convertible notes and/or exercise their warrants if such conversion or
exercise would cause them to own more than 4.9% of our outstanding common stock,
this restriction does not prevent the investors from converting and/or
exercising some of their holdings and then converting the rest of their
holdings. In this way, the investors could sell more than this limit while never
holding more than this limit. There is no upper limit on the number of shares
that may be issued which will have the effect of further diluting the
proportionate equity interest and voting power of holders of our common stock,
including investors in this offering.
5
IN THE EVENT THAT OUR STOCK PRICE DECLINES, THE SHARES OF COMMON STOCK ALLOCATED
FOR CONVERSION OF THE SECURED CONVERTIBLE NOTES AND REGISTERED PURSUANT TO A
REGISTRATION STATEMENT MAY NOT BE ADEQUATE AND WE MAY BE REQUIRED TO FILE A
SUBSEQUENT REGISTRATION STATEMENT COVERING ADDITIONAL SHARES. IF THE SHARES WE
HAVE ALLOCATED AND ARE REGISTERING HEREWITH ARE NOT ADEQUATE AND WE ARE REQUIRED
TO FILE AN ADDITIONAL REGISTRATION STATEMENT, WE MAY INCUR SUBSTANTIAL COSTS IN
CONNECTION THEREWITH.
Based on our current market price and the potential decrease in our market
price as a result of the issuance of shares upon conversion of the secured
convertible notes, we have made a good faith estimate as to the amount of shares
of common stock that we are required to register and allocate for conversion of
the secured convertible notes. Accordingly, we have allocated and plan to
register 35,383,956 shares, based upon current prices, to cover the conversion
of the secured convertible notes. In the event that our stock price decreases,
the shares of common stock we have allocated for conversion of the secured
convertible notes and registering may not be adequate. If the shares we have
allocated to the registration statement are not adequate and we are required to
file an additional registration statement, we may incur substantial costs in
connection with the preparation and filing of such registration statement.
IF WE ARE REQUIRED FOR ANY REASON TO REPAY OUR OUTSTANDING SECURED CONVERTIBLE
NOTES, WE WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE, OR
RAISE ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE SECURED CONVERTIBLE NOTES, IF
REQUIRED, COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE THE SALE
OF SUBSTANTIAL ASSETS.
In December 2005, we entered into a Securities Purchase Agreement for the
sale of an aggregate of $1,000,000 principal amount of secured convertible
notes. The secured convertible notes are due and payable, with 8% interest,
three years from the date of issuance, unless sooner converted into shares of
our common stock. Although we currently have $700,000 secured convertible notes
outstanding, the investors are obligated to purchase additional secured
convertible notes in the aggregate of $300,000. In addition, any event of
default such as our failure to repay the principal or interest when due, our
failure to issue shares of common stock upon conversion by the holder, our
failure to timely file a registration statement or have such registration
statement declared effective, breach of any covenant, representation or warranty
in the Securities Purchase Agreement or related convertible note, the assignment
or appointment of a receiver to control a substantial part of our property or
business, the filing of a money judgment, writ or similar process against our
company in excess of $50,000, the commencement of a bankruptcy, insolvency,
reorganization or liquidation proceeding against our company and the delisting
of our common stock could require the early repayment of the secured convertible
notes, including a default interest rate of 15% on the outstanding principal
balance of the notes if the default is not cured with the specified grace
period. We anticipate that the full amount of the secured convertible notes will
be converted into shares of our common stock, in accordance with the terms of
the secured convertible notes. If we were required to repay the secured
convertible notes, we would be required to use our limited working capital and
raise additional funds. If we were unable to repay the notes when required, the
note holders could commence legal action against us and foreclose on all of our
assets to recover the amounts due. Any such action would require us to curtail
or cease operations.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You can read and copy any materials that we file with
the SEC at the SEC's Public Reference Room at 100 F Street, Washington, D.C.
20549. You can obtain information about the operation of the SEC's Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a
Web site that contains information we file electronically with the SEC, which
you can access over the Internet at http://www.sec.gov. Copies of these
materials may also be obtained by mail from the Public Reference Section of the
SEC, 100 F Street, Washington, D.C. 20549 at prescribed rates.
By Order of the Board of Directors,
/s/ Kimberly Landry
------------------------------------
Kimberly Landry
Chief Executive Officer and Director
British Columbia, Canada
April 5, 2006
6
EXHIBIT A
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
LUNA TECHNOLOGIES INTERNATIONAL, INC.
The undersigned, being the Chief Executive Officer of LUNA TECHNOLOGIES
INTERNATIONAL, INC., a corporation existing under the laws of the State of
Delaware, does hereby certify under the seal of the said corporation as follows:
1. The name of the Corporation (hereinafter referred to as the "Corporation") is
Luna Technologies International, Inc. The date of filing the original
certificate of incorporation with the Secretary of State of Delaware was March
1999.
2. The certificate of Incorporation of the Corporation is hereby amended by
substituting the following Article IV:
"The authorized capital stock of the Corporation shall consist of 100,000,000
shares of common stock, $0.0001 par value, and 10,000,000 shares of preferred
stock $0.0001 par value."
3. The Amendment of the Certificate of Incorporation herein certified has been
duly adopted by the unanimous written consent of the Corporation's Board of
Directors and a majority of the Corporation's shareholders in accordance with
the provisions of Sections 141(f), 228 and 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereunto
affixed and this Certificate of Amendment of the Corporation's Certificate of
Incorporation to be signed by Kimberly Landry, its Chief Executive Officer, this
______day of * 2006.
Luna Technologies International, Inc.
By: ____________________________
Kimberly Landry
Chief Executive Officer
7