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<P align=center><B><FONT face=serif size=2>UNITED STATES</FONT></B><BR><B><FONT
face=serif size=2>SECURITIES AND EXCHANGE COMMISSION</FONT></B><BR><B><FONT
face=serif size=2>Washington, D.C. 20549</FONT></B><BR></P>
<P align=center><B><FONT face=sans-serif size=4>FORM S-8</FONT></B><BR></P>
<P align=center><B><FONT face=serif>REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933</FONT></B></P>
<DIV align=center>
<TABLE cellSpacing=1 cellPadding=0 width="60%" border=0>

  <TR vAlign=bottom>
    <TD align=center width="50%"><B><U><FONT face=serif
      size=2
     >Delaware</FONT></U></B>&nbsp; </TD>
    <TD align=center width="49%"><B><U><FONT face=serif
      size=2
     >91-1987288</FONT></U></B>&nbsp; </TD></TR>
  <TR vAlign=bottom>
    <TD align=center width="50%"><FONT face=serif size=2
     >(State or other jurisdiction of
      incorporation or</FONT>&nbsp; </TD>
    <TD align=center width="49%"><FONT face=serif size=2
     >(I.R.S. Employer Identification
      No.)</FONT>&nbsp; </TD></TR>
  <TR vAlign=bottom>
    <TD align=center width="50%">&nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<FONT face=serif size=2
     >organization)</FONT>&nbsp; </TD>
    <TD align=center width="49%">&nbsp; </TD></TR>
  <TR>
    <TD align=center width="99%" colSpan=2>&nbsp; </TD></TR>
  <TR vAlign=bottom>
    <TD align=center width="99%" colSpan=2><B><U><FONT
      face=serif size=2
     >61 B Fawcett Road, Coquitlam, British Columbia Canada V3K
      6V2</FONT></U></B>&nbsp; </TD></TR>
  <TR vAlign=bottom>
    <TD align=center width="99%" colSpan=2><FONT face=serif
      size=2>(Address of Principal Executive
      Offices and Zip Code)</FONT>&nbsp; </TD></TR>
  <TR>
    <TD align=center width="99%" colSpan=2>&nbsp; </TD></TR>
  <TR vAlign=bottom>
    <TD align=center width="99%" colSpan=2><B><U><FONT
      face=serif size=2
     >2006 Stock Plan</FONT></U></B>&nbsp; &nbsp; </TD></TR>
  <TR vAlign=bottom>
    <TD align=center width="99%" colSpan=2><FONT face=serif
      size=2>(Full title of the plan)</FONT>&nbsp;
      &nbsp; </TD></TR>
  <TR>
    <TD align=center width="99%" colSpan=2>&nbsp; </TD></TR>
  <TR vAlign=bottom>
    <TD align=center width="99%" colSpan=2><B><FONT
      face=serif size=2>Kimberly
      Landry, Chief Executive Officer</FONT></B>&nbsp; </TD></TR>
  <TR vAlign=bottom>
    <TD align=center width="99%" colSpan=2><B><FONT
      face=serif size=2>Luna
      Technologies International, Inc.</FONT></B>&nbsp; </TD></TR>
  <TR vAlign=bottom>
    <TD align=center width="99%" colSpan=2><B><U><FONT
      face=serif size=2
     >61 B Fawcett Road, Coquitlam, British Columbia Canada V3K
      6V2</FONT></U></B>&nbsp; </TD></TR>
  <TR vAlign=bottom>
    <TD align=center width="99%" colSpan=2><FONT face=serif
      size=2>(Name and address of agent for
      service)</FONT>&nbsp; </TD></TR>
  <TR>
    <TD align=center width="99%" colSpan=2>&nbsp; </TD></TR>
  <TR vAlign=bottom>
    <TD align=center width="99%" colSpan=2><B><U><FONT
      face=serif size=2
     >604-526-5890</FONT></U></B>&nbsp; &nbsp; </TD></TR>
  <TR vAlign=bottom>
    <TD align=center width="99%" colSpan=2><FONT face=serif
      size=2>(Telephone number, including area
      code, of agent for service)</FONT>&nbsp; </TD></TR></TABLE></DIV><BR>
<P align=center><FONT face=serif size=2>Copies of all communications, including
all communications sent to the agent for service, should be sent to:</FONT></P>
<P align=center><B><FONT face=serif size=2>William L.
Macdonald</FONT></B><BR><B><FONT face=serif size=2>Clark Wilson LLP, Barristers
and Solicitors</FONT></B><BR><B><FONT face=serif size=2>#800 - 885 West Georgia
Street</FONT></B><BR><B><FONT face=serif size=2>Vancouver, British Columbia, V6C
3H1</FONT></B><BR><B><FONT face=serif size=2>Telephone:
604.643.3118</FONT></B><BR><B><FONT face=serif size=2>Facsimile:
604.687.6314<BR></FONT></B></P>
<P align=center><STRONG><FONT size=2>CALCULATION OF REGISTRATION
FEE</FONT></STRONG>&nbsp;<BR><BR></P>
<DIV align=center>
<TABLE borderColor=#000000 cellSpacing=1 cellPadding=0 rules=all width="80%"
border=1  >

  <TR vAlign=bottom>
    <TD vAlign=center borderColor=#000000 align=center width="23%" rowSpan=4
   ><B><FONT face="Times New Roman" size=2><BR><BR>Title of
      Securities to&nbsp; <BR>be Registered&nbsp; </FONT></B></TD>
    <TD vAlign=center borderColor=#000000 align=center width="19%" rowSpan=4
   ><B><FONT face="Times New Roman" size=2><BR><BR>Amount to
      be&nbsp; <BR>Registered&nbsp; </FONT></B></TD>
    <TD vAlign=center borderColor=#000000 align=center width="22%" rowSpan=4
   ><B><FONT face="Times New Roman" size=2>Proposed&nbsp;
      <BR>Maximum&nbsp; <BR>Offering&nbsp; <BR>Price Per Share&nbsp;
    </FONT></B></TD>
    <TD vAlign=center borderColor=#000000 align=center width="20%" rowSpan=4
   ><B><FONT face="Times New Roman" size=2>Proposed&nbsp;
      <BR>Maximum&nbsp; <BR>Aggregate&nbsp; <BR>Offering Price&nbsp;
    </FONT></B></TD>
    <TD vAlign=center borderColor=#000000 align=center width="15%" rowSpan=4
   ><B><FONT face="Times New Roman" size=2><BR>Amount
      of&nbsp; <BR>Registration&nbsp; <BR>Fee&nbsp; </FONT></B></TD></TR>
  <TR vAlign=bottom></TR>
  <TR vAlign=bottom></TR>
  <TR vAlign=bottom></TR>
  <TR vAlign=bottom>
    <TD vAlign=bottom borderColor=#000000 align=left width="23%"
   ><FONT face="Times New Roman" size=2>Common
      Stock&nbsp; </FONT></TD>
    <TD vAlign=bottom borderColor=#000000 align=center width="19%"
   ><FONT face="Times New Roman" size=2>5,000,000
      <SUP><FONT face="Times New Roman" size=2
     >(1)</FONT></SUP>&nbsp; </FONT></TD>
    <TD vAlign=bottom borderColor=#000000 align=center width="22%"
   ><FONT face="Times New Roman" size=2>$0.365<SUP><FONT
      face="Times New Roman" size=2
     >(1)</FONT></SUP>&nbsp; </FONT></TD>
    <TD vAlign=bottom borderColor=#000000 align=center width="20%"
   ><FONT face="Times New Roman"
      size=2>$1,825,000<SUP><FONT face="Times New Roman" size=2
     >(2)</FONT></SUP>&nbsp; </FONT></TD>
    <TD vAlign=bottom borderColor=#000000 align=center width="15%"
   ><FONT face="Times New Roman" size=2>$195.28<SUP><FONT
      face="Times New Roman" size=2
     >(2)</FONT></SUP>&nbsp; </FONT></TD></TR></TABLE></DIV>
<DIV align=center>&nbsp;</DIV><BR>
<P align=left><FONT face=serif size=1>(1) </FONT><FONT face=serif size=2>The
2006 Stock Plan authorizes the issuance of a maximum of 5,000,000 shares of our
common stock pursuant to awards to eligible employees, directors, officers and
consultants of our company or any of our</FONT></P>
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<P align=center><FONT face=serif size=2>- 2 -</FONT><BR></P>
<P align=left><FONT face=serif size=2>subsidiaries. All of the shares issuable
under the 2006 Stock Plan are being registered under this registration statement
on Form S-8.</FONT></P>
<P align=left><FONT face=serif size=1>(2) </FONT><FONT face=serif size=2>The
price is estimated in accordance with Rule 457(h)(1) under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration fee,
based on the average of the bid and asked price ($0.35 bid; $0.379 ask) of the
common stock of Luna Technologies International, Inc. as reported on the
National Association of Securities Dealers Inc.'s OTC Bulletin Board on March 3,
2006.</FONT></P>
<P align=left><B><FONT face=serif size=2>EXPLANATORY NOTE</FONT></B><BR></P>
<P align=left><FONT face=serif size=2>We prepared this registration statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
to register an aggregate of 5,000,000 shares of our common stock which may be
issued pursuant to our 2006 Stock Plan. The purpose of the 2006 Stock Plan is to
retain the services of valued key employees, directors and consultants of our
company and to encourage such persons to acquire a greater proprietary interest
in our company, thereby strengthening their incentive to achieve the objectives
of our shareholders and to serve as an aid and inducement in the hiring of new
employees and to provide an equity incentive to our consultants.</FONT></P>
<P align=left><B><FONT face=serif size=2>PART I</FONT></B><BR></P>
<P align=left><B><FONT face=serif size=2>INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS</FONT></B></P>
<P align=left><B><FONT face=serif size=2>Item 1. Plan
Information</FONT></B><BR></P>
<P align=left><FONT face=serif size=2>We will send or give the documents
containing the information specified in Part I of Form S-8 to individuals who
participate in our 2006 Stock Plan, and who, in the case of an award of stock
options, consent to and execute the required form of Stock Option Agreement or
in the case of an award of shares of common stock, consent to and execute the
required form of Restricted Share Grant Agreement. A copy of the 2006 Stock Plan
is attached as Exhibit 4.1 to this Form S-8, the form of Stock Option Agreement
for use under the 2006 Stock Plan is attached as Exhibit 4.2 to this Form S-8
and the form of Restricted Share Grant Agreement is attached as Exhibit 4.3 to
this Form S-8.</FONT></P>
<P align=left><FONT face=serif size=2>This registration statement relates to a
maximum of 5,000,000 common shares in the capital of Luna Technologies
International Inc. issuable pursuant to the exercise of options or other awards
granted under the 2006 Stock Plan.</FONT></P>
<P align=left><B><FONT face=serif size=2>Item 2. Registrant Information and
Employee Plan Annual Information</FONT></B></P>
<P align=left><FONT face=serif size=2>We will provide, without charge, to each
person to whom a copy of the 10(a) prospectus is delivered, upon oral or written
request, a copy of any or all documents incorporated by reference in Item 3 of
Part II of this registration statement (which documents are incorporated by
reference in the 10(a) prospectus). Requests should be directed to the Chief
Executive Officer, Luna Technologies International, Inc., 61B Fawcett Road,
Coquitlam, British Columbia Canada V3K 6V2. Our telephone number is
604-526-5890.</FONT></P>
<P align=left><B><FONT face=serif size=2>PART II</FONT></B><BR></P>
<P align=left><B><FONT face=serif size=2>INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT</FONT></B></P>
<P align=left><B><FONT face=serif size=2>Item 3. Incorporation of Documents by
Reference.</FONT></B><BR></P>
<P align=left><FONT face=serif size=2>The SEC allows us to "incorporate by
reference" information into this registration statement, which means that we can
disclose important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is deemed to
be part of this registration statement, except for any information superseded by
information in this registration statement.</FONT></P>
<P align=left><FONT face=serif size=2>The following documents filed by our
company with the United States Securities and Exchange Commission (the "SEC")
are incorporated herein by reference:</FONT></P>
<P align=left><FONT face=serif size=1></FONT>&nbsp;</P>
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<P align=center><FONT face=serif size=2>- 3 -</FONT><BR></P>
<P align=left><FONT face=serif size=2>1. The description of our company's common
stock contained in our registration statement on Form SB-2 (SEC file number
333-131474), filed with the Securities and Exchange Commission on February 2,
2006, including all amendments and reports for the purpose of updating such
description; </FONT></P>
<TABLE cellSpacing=0 cellPadding=0 border=0>

  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>2.</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>Our latest Annual Report on Form
      10-KSB filed on April 19, 2005;</FONT> </TD></TR>
  <TR>
    <TD colSpan=2>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>3.</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>Our Amendment to our latest
      Annual Report on Form 10-KSB/A filed on April 25, 2005;</FONT> </TD></TR>
  <TR>
    <TD colSpan=2>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>4.</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>Our Quarterly Report on Form
      10-QSB filed on May 23, 2005;</FONT> </TD></TR>
  <TR>
    <TD colSpan=2>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>5.</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>Our Quarterly Report on Form
      10-QSB filed on August 22, 2005;</FONT> </TD></TR>
  <TR>
    <TD colSpan=2>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>6.</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>Our Quarterly Report on Form
      10-QSB filed on November 21, 2005;</FONT> </TD></TR>
  <TR>
    <TD colSpan=2>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>7.</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>Our Amendment to our Quarterly
      Report on Form 10-QSB/A filed on December 2, 2005 (for the period</FONT>
      <FONT size=2>ended September 30, 2005);</FONT></TD></TR>
  <TR>
    <TD colSpan=2>&nbsp;</TD></TR></TABLE>
<TABLE cellSpacing=0 cellPadding=0 border=0>

  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>8.</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>Our Current Report on Form 8-K
      filed on December 22, 2005;</FONT> </TD></TR>
  <TR>
    <TD colSpan=2>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>9.</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>Our Current Report on Form 8-K
      filed on January 24, 2006;</FONT> </TD></TR>
  <TR>
    <TD colSpan=2>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>10.</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>Our Amendment to our latest
      Annual Report on Form 10-KSB/A filed on March 1, 2006;</FONT> </TD></TR>
  <TR>
    <TD colSpan=2>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>11.</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>Our Amendment to our Quarterly
      Report on Form 10-QSB/A filed on March 1, 2006 (for the period
      ended</FONT> <FONT size=2>June 30, 2005);</FONT></TD></TR>
  <TR>
    <TD colSpan=2></TD></TR></TABLE>
<P align=left><FONT face=serif size=2>12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;Our Amendment to our Quarterly Report on Form 10-QSB/A filed on March 1,
2006 (for the period ended March 31, 2005);</FONT></P>
<P align=left><FONT face=serif
size=2>13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our Amendment to our
Quarterly Report on Form 10-QSB/A filed on March 1, 2006 (for the period ended
September 30, 2005);</FONT></P>
<P align=left><FONT face=serif size=2>14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our Current Report on Form 8-K filed on March 8, 2006.</FONT></P>
<P align=left><FONT face=serif size=2>In addition to the foregoing, all
documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment indicating that all of the securities offered pursuant
to this registration statement have been sold or deregistering all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this registration statement shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
in this registration statement or in any subsequently filed document that is
also incorporated by reference in this registration statement modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.</FONT></P>
<P align=left><FONT face=serif size=2>You may read and copy any reports,
statements or other information we have filed at the SEC's Public Reference Room
at 100 F Street North East, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Rooms. Our
filings are also available on the Internet at the SEC's website at
http://www.sec.gov.</FONT></P>
<P align=left><B><FONT face=serif size=2>Item 4. Description of
Securities.<BR></FONT></B><BR><FONT face=serif size=2>Not
applicable.<BR></FONT><BR><B><FONT face=serif size=2>Item 5. Interests of Named
Experts and Counsel.<BR></FONT></B><BR><FONT face=serif size=2>Not
applicable.</FONT><BR></P>
<P align=left><FONT face=serif size=1></FONT>&nbsp;</P>
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<P align=center><FONT face=serif size=2>- 4 -</FONT><BR></P>
<P align=left><B><FONT face=serif size=2>Item 6. Indemnification of Directors
and Officers.</FONT></B><BR></P>
<P align=left><FONT face=serif size=2>Section 145 of the General Corporation Law
of the State of Delaware authorizes a corporation&#146;s Board of Directors to grant
indemnity under certain circumstances to directors and officers, when made, or
threatened to be made, parties to certain proceedings by reason of such status
with the corporation, against judgments, fines, settlements and expenses,
including attorneys&#146; fees. In addition, under certain circumstances such persons
may be indemnified against expenses actually and reasonably incurred in defense
of a proceeding by or on behalf of the corporation. Similarly, the corporation,
under certain circumstances, is authorized to indemnify directors and officers
of other corporations or enterprises who are serving as such at the request of
the corporation, when such persons are made, or threatened to be made, parties
to certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys&#146; fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith; (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate; (iii) with
respect to a criminal proceeding, has no reasonable cause to believe his conduct
was unlawful; and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).
</FONT></P>
<P align=left><FONT face=serif size=2>Unless ordered by a court, indemnification
may be made only following a determination that such indemnification is
permissible because the person being indemnified has met the requisite standard
of conduct. Such determination may be made (i) by the Board of directors of the
company by a majority vote of a quorum consisting of directors not at the time
parties to such proceeding; or (ii) if such a quorum cannot be obtained or the
quorum so directs, then by independent legal counsel in a written opinion; or
(iii) by the stockholders. </FONT></P>
<P align=left><FONT face=serif size=2>Section 145 also permits expenses incurred
by directors and officers in defending a proceeding to be paid by the
corporation in advance of the final disposition of such proceedings upon the
receipt of an undertaking by the director or officer to repay such amount if it
is ultimately determined that he is not entitled to be indemnified by the
corporation against such expenses. </FONT></P>
<P align=left><FONT face=serif size=2>We have not provided Indemnity Agreements
to our directors.</FONT></P>
<P align=left><FONT face=serif size=2>Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of our company under Nevada law or otherwise, we have been
advised the opinion of the Securities and Exchange Commission is that such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than payment by us for expenses incurred or paid
by a director, officer or controlling person of our company in successful
defense of any action, suit, or proceeding) is asserted by a director, officer
or controlling person in connection with the securities being registered, we
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction, the
question of whether such indemnification by it is against public policy in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.</FONT></P>
<P align=left><B><FONT face=serif size=2>Item 7. Exemption from Registration
Claimed.<BR></FONT></B><BR><FONT face=serif size=2>Not
Applicable.<BR></FONT><BR><B><FONT face=serif size=2>Item 8.
Exhibits.<BR></FONT></B><BR></P>
<TABLE cellSpacing=0 cellPadding=0 border=0>

  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>4.1</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>2006 Stock Plan</FONT> </TD></TR>
  <TR>
    <TD colSpan=2>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>4.2</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>Form of Stock Option
      Agreement</FONT> </TD></TR>
  <TR>
    <TD colSpan=2>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>4.3</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>Form of Restricted Share Grant
      Agreement</FONT> </TD></TR>
  <TR>
    <TD colSpan=2>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>5.1</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>Opinion of Clark Wilson
      LLP</FONT> </TD></TR>
  <TR>
    <TD colSpan=2>&nbsp;</TD></TR></TABLE>
<P align=left><FONT face=serif size=1></FONT>&nbsp;</P>
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<P align=center><FONT face=serif size=2>- 5 -</FONT><BR></P>
<TABLE cellSpacing=0 cellPadding=0 border=0>

  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>23.1</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>Consent of Clark Wilson LLP
      (included in Exhibit 5)</FONT> </TD></TR>
  <TR>
    <TD colSpan=2>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>23.2</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>Consent of Dale Matheson
      Carr-Hilton LaBonte</FONT> </TD></TR>
  <TR>
    <TD colSpan=2>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>24</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>Power of Attorney (included in
      signature page)</FONT> </TD></TR>
  <TR>
    <TD colSpan=2>&nbsp;</TD></TR></TABLE>
<P align=left><B><FONT face=serif size=2>Item 9.
Undertakings.</FONT></B><BR></P>
<TABLE cellSpacing=0 cellPadding=0 border=0>

  <TR>
    <TD vAlign=top noWrap><FONT face=serif size=2>(a)</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%" colSpan=2><FONT face=serif size=2>We hereby
      undertake:</FONT> </TD></TR>
  <TR>
    <TD colSpan=3>&nbsp;</TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD vAlign=top noWrap><FONT face=serif size=2>(1)</FONT>&nbsp; &nbsp;
      &nbsp; </TD>
    <TD width="100%"><FONT face=serif size=2>To file, during any period in
      which offers or sales are being made, a post-effective amendment to this
      registration statement:</FONT> </TD></TR>
  <TR>
    <TD colSpan=3>&nbsp;</TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD width="100%"><FONT face=serif size=2>(i) To include any prospectus
      required by Section 10(a)(3) of the Securities Act of 1933, as
      amended;</FONT> </TD></TR>
  <TR>
    <TD colSpan=3>&nbsp;</TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD width="100%"><FONT face=serif size=2>(ii) To reflect in the prospectus
      any facts or events arising after the effective date of this registration
      statement (or the most recent post-effective amendment hereof) which,
      individually or in the aggregate, represent a fundamental change in the
      information set forth in this registration statement. Notwithstanding the
      foregoing, any increase or decrease in volume of securities offered (if
      the total dollar value of securities offered would not exceed that which
      was registered) and any deviation from the low and high end of the
      estimated maximum offering range may be reflected in the form of
      prospectus filed with the SEC pursuant to Rule 424(b) if, in the
      aggregate, the changes in volume and price represent no more than a 20
      percent change in the maximum aggregate offering price set forth in the
      "Calculation of Registration Fee" table in the effective registration
      statement; and</FONT> </TD></TR>
  <TR>
    <TD colSpan=3>&nbsp;</TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD width="100%"><FONT face=serif size=2>(iii) To include any material
      information with respect to the plan of distribution not previously
      disclosed in this registration statement or any material change to such
      information in this registration statement;</FONT> </TD></TR>
  <TR>
    <TD colSpan=3>&nbsp;</TD></TR></TABLE>
<P align=left><FONT face=serif size=2>PROVIDED, HOWEVER, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by our company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.</FONT></P>
<TABLE cellSpacing=1 cellPadding=0 width="100%" border=0>

  <TR vAlign=bottom>
    <TD vAlign=top align=left width="3%" background=""
   >&nbsp;</TD>
    <TD vAlign=top align=left width="3%"><FONT
      face=serif size=2>(2)</FONT>&nbsp; </TD>
    <TD align=left width="93%"><FONT face=serif size=2
     >That, for the purpose of determining any
      liability under the Securities Act of 1933, each such post-effective
      amendment shall be deemed to be a new registration statement relating to
      the securities offered<FONT size=3>&nbsp;</FONT><FONT face=serif size=2
     >therein, and the offering of such securities
      at the time shall be deemed to be the initial bona fide
      offering</FONT><FONT size=3>&nbsp;</FONT><FONT face=serif size=2
     >thereof.</FONT><FONT
      size=3>&nbsp;</FONT></FONT>&nbsp; </TD></TR>
  <TR vAlign=bottom></TR>
  <TR vAlign=bottom></TR>
  <TR>
    <TD width="3%" background=""></TD>
    <TD width="96%" colSpan=2>&nbsp; </TD></TR>
  <TR vAlign=bottom>
    <TD align=left width="3%" background=""
BASEINDENT="0"></TD>
    <TD align=left width="3%"><FONT face=serif
      size=2>(3)</FONT>&nbsp; </TD>
    <TD align=left width="93%"><FONT face=serif size=2
     >To remove from registration by means of a
      post-effective amendment any of the securities being</FONT>&nbsp;<FONT
      size=2>registered which remain unsold at the termination of the
      offering.</FONT> </TD></TR>
  <TR vAlign=bottom>
    <TD align=left width="3%" background=""
BASEINDENT="0"></TD>
    <TD align=left width="96%" colSpan=2
     >&nbsp; </TD></TR></TABLE><BR>
<P align=left><FONT face=serif size=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;We hereby undertake that, for purposes of determining any liability under
the Securities Act of 1933, each filing of our annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.</FONT></P>
<P align=left><FONT face=serif
size=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and persons controlling our company pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
our company of expenses incurred or paid by a director, officer or controlling
person of our company in the successful defense of any action, suit or
proceeding) is asserted by such director,</FONT></P>
<P align=left><FONT face=serif size=1></FONT>&nbsp;</P>
<HR align=center width="100%" noShade SIZE=2>
<!--$$/page=--><A name=page_6></A>
<P align=center><FONT face=serif size=2>- 6 -</FONT><BR></P>
<P align=left><FONT face=serif size=2>officer or controlling person in
connection with the securities being registered, our company will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such
issue.</FONT></P>
<P align=left><B><FONT face=serif size=2>SIGNATURES</FONT></B><BR></P>
<P align=left><FONT face=serif size=2>Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Vancouver, British
Columbia on March 16, 2006.</FONT></P>
<P align=left><B><FONT face=serif size=2>LUNA TECHNOLOGIES INTERNATIONAL,
INC.</FONT></B><BR></P>
<P align=left><FONT face=serif size=2>/s/ Kimberly Landry</FONT><BR><FONT
face=serif size=2>By: Kimberly Landry, Chief Executive Officer</FONT><BR><FONT
face=serif size=2>(Principal Executive Officer)</FONT><BR><B><FONT face=serif
size=2></FONT></B></P>
<P align=left><B><FONT face=serif size=2>POWER OF ATTORNEY</FONT></B><BR></P>
<P align=left><FONT face=serif size=2>KNOW ALL PERSONS BY THESE PRESENTS, that
each person who signature appears below constitutes and appoints Kimberly Landry
as his true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or any of them, or of their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.</FONT></P>
<P align=left><FONT face=serif size=2>Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the date indicated.</FONT></P>
<P align=left><B><FONT face=serif size=2>SIGNATURES</FONT></B><BR></P>
<P align=left><FONT face=serif size=2>/s/ Kimberly Landry</FONT><BR><FONT
face=serif size=2>Kimberly Landry, Chief Executive Officer and
Director</FONT><BR><FONT face=serif size=2>(Principal Executive
Officer)</FONT><BR><FONT face=serif size=2>March 16, 2006</FONT><BR></P>
<P align=left><FONT face=serif size=2>/s/ Leslie James Porter</FONT><BR><FONT
face=serif size=2>Leslie James Porter, Chief Financial Officer and
Director</FONT><BR><FONT face=serif size=2>(Principal Financial and Accounting
Officer)</FONT><BR><FONT face=serif size=2>March 16, 2006</FONT><BR></P>
<P align=left>&nbsp;</P>
<HR align=center width="100%" noShade SIZE=2>

</BODY>

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{"company-data": {"conformed-name": "LUNA TECHNOLOGIES INTERNATIONAL INC", "cik": "0001085217", "assigned-sic": "2810", "irs-number": "911987288", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-132502", "film-number": "06693747"}, "business-address": {"street1": "61-B FAWCETT RD", "city": "COQUITLAM B C CANADA", "state": "A1", "phone": "6045265890"}, "mail-address": {"street1": "61-B FAWCETT ROAD", "city": "COQUITLAM BC"}}
forms8.pdf -- Converted by SECPublisher 4.0, created by BCL Technologies Inc., for SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Delaware
91-1987288
(State or other jurisdiction of
      incorporation or
(I.R.S. Employer Identification
      No.)
organization)
61 B Fawcett Road, Coquitlam, British Columbia Canada V3K
      6V2
(Address of Principal Executive
      Offices and Zip Code)
2006 Stock Plan
(Full title of the plan)
Kimberly
      Landry, Chief Executive Officer
Luna
      Technologies International, Inc.
61 B Fawcett Road, Coquitlam, British Columbia Canada V3K
      6V2
(Name and address of agent for
      service)
604-526-5890
(Telephone number, including area
      code, of agent for service)
Copies of all communications, including
all communications sent to the agent for service, should be sent to:
William L.
Macdonald
Clark Wilson LLP, Barristers
and Solicitors
#800 - 885 West Georgia
Street
Vancouver, British Columbia, V6C
3H1
Telephone:
604.643.3118
Facsimile:
604.687.6314
CALCULATION OF REGISTRATION
FEE
Title of
      Securities to
be Registered
Amount to
      be
Registered
Proposed
Maximum
Offering
Price Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount
      of
Registration
Fee
Common
      Stock
5,000,000
(1)
$0.365
(1)
$1,825,000
(2)
$195.28
(2)
(1)
The
2006 Stock Plan authorizes the issuance of a maximum of 5,000,000 shares of our
common stock pursuant to awards to eligible employees, directors, officers and
consultants of our company or any of our
- 2 -
subsidiaries. All of the shares issuable
under the 2006 Stock Plan are being registered under this registration statement
on Form S-8.
(2)
The
price is estimated in accordance with Rule 457(h)(1) under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration fee,
based on the average of the bid and asked price ($0.35 bid; $0.379 ask) of the
common stock of Luna Technologies International, Inc. as reported on the
National Association of Securities Dealers Inc.'s OTC Bulletin Board on March 3,
2006.
EXPLANATORY NOTE
We prepared this registration statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
to register an aggregate of 5,000,000 shares of our common stock which may be
issued pursuant to our 2006 Stock Plan. The purpose of the 2006 Stock Plan is to
retain the services of valued key employees, directors and consultants of our
company and to encourage such persons to acquire a greater proprietary interest
in our company, thereby strengthening their incentive to achieve the objectives
of our shareholders and to serve as an aid and inducement in the hiring of new
employees and to provide an equity incentive to our consultants.
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
Item 1. Plan
Information
We will send or give the documents
containing the information specified in Part I of Form S-8 to individuals who
participate in our 2006 Stock Plan, and who, in the case of an award of stock
options, consent to and execute the required form of Stock Option Agreement or
in the case of an award of shares of common stock, consent to and execute the
required form of Restricted Share Grant Agreement. A copy of the 2006 Stock Plan
is attached as Exhibit 4.1 to this Form S-8, the form of Stock Option Agreement
for use under the 2006 Stock Plan is attached as Exhibit 4.2 to this Form S-8
and the form of Restricted Share Grant Agreement is attached as Exhibit 4.3 to
this Form S-8.
This registration statement relates to a
maximum of 5,000,000 common shares in the capital of Luna Technologies
International Inc. issuable pursuant to the exercise of options or other awards
granted under the 2006 Stock Plan.
Item 2. Registrant Information and
Employee Plan Annual Information
We will provide, without charge, to each
person to whom a copy of the 10(a) prospectus is delivered, upon oral or written
request, a copy of any or all documents incorporated by reference in Item 3 of
Part II of this registration statement (which documents are incorporated by
reference in the 10(a) prospectus). Requests should be directed to the Chief
Executive Officer, Luna Technologies International, Inc., 61B Fawcett Road,
Coquitlam, British Columbia Canada V3K 6V2. Our telephone number is
604-526-5890.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by
Reference.
The SEC allows us to "incorporate by
reference" information into this registration statement, which means that we can
disclose important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is deemed to
be part of this registration statement, except for any information superseded by
information in this registration statement.
The following documents filed by our
company with the United States Securities and Exchange Commission (the "SEC")
are incorporated herein by reference:
- 3 -
1. The description of our company's common
stock contained in our registration statement on Form SB-2 (SEC file number
333-131474), filed with the Securities and Exchange Commission on February 2,
2006, including all amendments and reports for the purpose of updating such
description;
2.
Our latest Annual Report on Form
      10-KSB filed on April 19, 2005;
3.
Our Amendment to our latest
      Annual Report on Form 10-KSB/A filed on April 25, 2005;
4.
Our Quarterly Report on Form
      10-QSB filed on May 23, 2005;
5.
Our Quarterly Report on Form
      10-QSB filed on August 22, 2005;
6.
Our Quarterly Report on Form
      10-QSB filed on November 21, 2005;
7.
Our Amendment to our Quarterly
      Report on Form 10-QSB/A filed on December 2, 2005 (for the period
ended September 30, 2005);
8.
Our Current Report on Form 8-K
      filed on December 22, 2005;
9.
Our Current Report on Form 8-K
      filed on January 24, 2006;
10.
Our Amendment to our latest
      Annual Report on Form 10-KSB/A filed on March 1, 2006;
11.
Our Amendment to our Quarterly
      Report on Form 10-QSB/A filed on March 1, 2006 (for the period
      ended
June 30, 2005);
12.      
 Our Amendment to our Quarterly Report on Form 10-QSB/A filed on March 1,
2006 (for the period ended March 31, 2005);
13.        Our Amendment to our
Quarterly Report on Form 10-QSB/A filed on March 1, 2006 (for the period ended
September 30, 2005);
14.      
Our Current Report on Form 8-K filed on March 8, 2006.
In addition to the foregoing, all
documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment indicating that all of the securities offered pursuant
to this registration statement have been sold or deregistering all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this registration statement shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
in this registration statement or in any subsequently filed document that is
also incorporated by reference in this registration statement modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
You may read and copy any reports,
statements or other information we have filed at the SEC's Public Reference Room
at 100 F Street North East, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Rooms. Our
filings are also available on the Internet at the SEC's website at
http://www.sec.gov.
Item 4. Description of
Securities.
Not
applicable.
Item 5. Interests of Named
Experts and Counsel.
Not
applicable.
- 4 -
Item 6. Indemnification of Directors
and Officers.
Section 145 of the General Corporation Law
of the State of Delaware authorizes a corporation's Board of Directors to grant
indemnity under certain circumstances to directors and officers, when made, or
threatened to be made, parties to certain proceedings by reason of such status
with the corporation, against judgments, fines, settlements and expenses,
including attorneys' fees. In addition, under certain circumstances such persons
may be indemnified against expenses actually and reasonably incurred in defense
of a proceeding by or on behalf of the corporation. Similarly, the corporation,
under certain circumstances, is authorized to indemnify directors and officers
of other corporations or enterprises who are serving as such at the request of
the corporation, when such persons are made, or threatened to be made, parties
to certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith; (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate; (iii) with
respect to a criminal proceeding, has no reasonable cause to believe his conduct
was unlawful; and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).
Unless ordered by a court, indemnification
may be made only following a determination that such indemnification is
permissible because the person being indemnified has met the requisite standard
of conduct. Such determination may be made (i) by the Board of directors of the
company by a majority vote of a quorum consisting of directors not at the time
parties to such proceeding; or (ii) if such a quorum cannot be obtained or the
quorum so directs, then by independent legal counsel in a written opinion; or
(iii) by the stockholders.
Section 145 also permits expenses incurred
by directors and officers in defending a proceeding to be paid by the
corporation in advance of the final disposition of such proceedings upon the
receipt of an undertaking by the director or officer to repay such amount if it
is ultimately determined that he is not entitled to be indemnified by the
corporation against such expenses.
We have not provided Indemnity Agreements
to our directors.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of our company under Nevada law or otherwise, we have been
advised the opinion of the Securities and Exchange Commission is that such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than payment by us for expenses incurred or paid
by a director, officer or controlling person of our company in successful
defense of any action, suit, or proceeding) is asserted by a director, officer
or controlling person in connection with the securities being registered, we
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction, the
question of whether such indemnification by it is against public policy in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
Item 7. Exemption from Registration
Claimed.
Not
Applicable.
Item 8.
Exhibits.
4.1
2006 Stock Plan
4.2
Form of Stock Option
      Agreement
4.3
Form of Restricted Share Grant
      Agreement
5.1
Opinion of Clark Wilson
      LLP
- 5 -
23.1
Consent of Clark Wilson LLP
      (included in Exhibit 5)
23.2
Consent of Dale Matheson
      Carr-Hilton LaBonte
24
Power of Attorney (included in
      signature page)
Item 9.
Undertakings.
(a)
We hereby
      undertake:
(1)
To file, during any period in
      which offers or sales are being made, a post-effective amendment to this
      registration statement:
(i) To include any prospectus
      required by Section 10(a)(3) of the Securities Act of 1933, as
      amended;
(ii) To reflect in the prospectus
      any facts or events arising after the effective date of this registration
      statement (or the most recent post-effective amendment hereof) which,
      individually or in the aggregate, represent a fundamental change in the
      information set forth in this registration statement. Notwithstanding the
      foregoing, any increase or decrease in volume of securities offered (if
      the total dollar value of securities offered would not exceed that which
      was registered) and any deviation from the low and high end of the
      estimated maximum offering range may be reflected in the form of
      prospectus filed with the SEC pursuant to Rule 424(b) if, in the
      aggregate, the changes in volume and price represent no more than a 20
      percent change in the maximum aggregate offering price set forth in the
      "Calculation of Registration Fee" table in the effective registration
      statement; and
(iii) To include any material
      information with respect to the plan of distribution not previously
      disclosed in this registration statement or any material change to such
      information in this registration statement;
PROVIDED, HOWEVER, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by our company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.
(2)
That, for the purpose of determining any
      liability under the Securities Act of 1933, each such post-effective
      amendment shall be deemed to be a new registration statement relating to
      the securities offered
therein, and the offering of such securities
      at the time shall be deemed to be the initial bona fide
      offering
thereof.
(3)
To remove from registration by means of a
      post-effective amendment any of the securities being
registered which remain unsold at the termination of the
      offering.
(b)      
 We hereby undertake that, for purposes of determining any liability under
the Securities Act of 1933, each filing of our annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c)        Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and persons controlling our company pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
our company of expenses incurred or paid by a director, officer or controlling
person of our company in the successful defense of any action, suit or
proceeding) is asserted by such director,
- 6 -
officer or controlling person in
connection with the securities being registered, our company will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Vancouver, British
Columbia on March 16, 2006.
LUNA TECHNOLOGIES INTERNATIONAL,
INC.
/s/ Kimberly Landry
By: Kimberly Landry, Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person who signature appears below constitutes and appoints Kimberly Landry
as his true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or any of them, or of their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the date indicated.
SIGNATURES
/s/ Kimberly Landry
Kimberly Landry, Chief Executive Officer and
Director
(Principal Executive
Officer)
March 16, 2006
/s/ Leslie James Porter
Leslie James Porter, Chief Financial Officer and
Director
(Principal Financial and Accounting
Officer)
March 16, 2006