SICHENZIA ROSS FRIEDMAN FERENCE LLP
ATTORNEYS AT LAW
April 4, 2006
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E
Washington, DC 20549
Attention: Pamela A. Long, Assistant Director
Edward M. Kelly, Senior Counsel
Christopher B. Edwards, Special Counsel
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
Ladies and Gentlemen:
On behalf of Luna Technologies International, Inc. ("Luna" or the
"Company"), please accept this letter as the Company's response to the comments
of the reviewing Staff of the Securities and Exchange Commission (the
"Commission") as set forth in the comment letter of February 14, 2006. This
letter addresses the comments of the Commission on the Company's Preliminary
Schedule 14C.
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.
Response:
We respectfully disagree with this comment with respect to the
inclusion of information required by Item 13(a) of Schedule 14A.
Instruction 1 to Item 13 of Schedule 14A provides that the information
required by Item 13(a) may be omitted where it is "not material for the
exercise of prudent judgment in regard to the matter to be acted upon."
Instruction 1 to Item 13 further provides that the information is not
deemed material "where the matter to be acted upon is the authorization
or issuance of common stock, otherwise that in an exchange, merger,
consolidation, acquisition or similar transaction, the authorization of
preferred stock without present intent to issue or the authorization of
preferred stock for issuance of cash in an amount constituting fair
value." The Company is seeking to increase its authorized capital to
provide the Company with flexibility with respect to the Company's
capital structure. At this time there are no plans for issuance of the
additional shares of common stock which are proposed to be authorized
other than in connection with fulfilling the Company's obligations
pursuant to the Stock Purchase Agreement with AJW Partners, LLC, AJW
Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital
Partners, LLC. The Schedule 14C does not relate to the authorization or
issuance of common stock in connection with an exchange, merger,
consolidation or acquisition, therefore we believe that the information
required by Item 13(a) may be omitted.
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.
Response: We have revised to include a table setting forth the name and
beneficial ownership of each shareholder who has consented to the
increase in the authorized capital of the Company. See page 2 of the
Schedule 14C.
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.
Response: We have revised to disclose that the investors are obligated
to provide the Company with $1,000,000, in accordance with the terms of
the Securities Purchase Agreement.
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.
Response: We have revised to disclose that upon the effectiveness of
the Registration Statement which includes the shares which are issuable
upon conversion of the Convertible Notes and exercise of the Warrants,
these securities will be freely tradeable.
I am attaching a statement of the Company as requested.
Should you have any further questions, please do not hesitate to contact
the undersigned at (212) 930-9700.
Very truly yours,
/s/ Marcelle S. Balcombe
Marcelle S. Balcombe
LUNA TECHNOLOGIES INTERNATIONAL, INC.
61B Fawcett Road
Coquitlam, British Columbia
Canada V3K 6V2
April 4, 2006
Via Edgar
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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
Gentlemen:
The following address the comments of the reviewing Staff of the
Commission (the "Staff") as set forth in its letter dated February 14, 2006
relating to the Preliminary Information Statement on Schedule 14C of Luna
Technologies International, Inc.(the "Company"):
The undersigned being the Chief Executive Officer of the Company hereby
acknowledges that:
o The Company is responsible for the adequacy and accuracy of the disclosure in
its filings.
o The Staff's comments or changes to disclosures in response to the
Staff's comments do not foreclose the Commission from taking any action
on the Company's filings.
o The Company may not assert the Staff's comments as a defense in any
proceedings initiated by the Commission or any person under the United
States' federal securities laws.
Very truly yours,
Luna Technologies International, Inc.
By: /s/ Kimberly Landry
---------------------------------
Kimberly Landry