SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                         LUNA MEDICAL TECHNOLOGIES, INC.
                            -------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
         (State or Other Jurisdiction of Incorporation or Organization)

                                   98-0207745
                      (I.R.S. Employer Identification No.)


201-2001 McCallum Road, Abbotsford, British Columbia       V2S 3N4
(Address of Principal Executive Offices)                  (Zip Code)

                             Agreement of Employment
                             with Dr. James Swanney
                            (Full Title of the Plan)

       Dr. James Swanney, 201-2001 McCallum Road, Abbotsford, B.C. V2S 3N4
                     (Name and Address of Agent for Service)

                                  604.807.9948
          (Telephone Number, including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                          Amount             Proposed maximum        Proposed maximum
       Title of securities                to be               offering price            aggregate              Amount of
         to be registered             registered(1)            per share(2)           offering price        registration fee
----------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                       <C>                   <C>                     <C>
Common Stock, $.001 par value            500,000                   $0.40                 $200,000                $52.80
============================================================================================================================
</TABLE>

(1) Consists of 500,000 shares pursuant to the Agreement of Employment.

(2) Based upon the average bid and asked prices of the Company's common stock in
over-the-counter trading on November 17, 2000. Value stated for purpose of
calculating the registration fee.


                                        1
<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the information  specified in this Part I will be
sent or given to employees as specified by Rule  428(b)(1)  and are not required
to be filed with this Registration Statement. The information required by Part I
to be specified in the Section 10(a)  prospectus not specified in this Part I is
omitted from this  Registration  Statement in accordance  with the provisions of
Rule 428  promulgated  pursuant to the  Securities  Act of 1933, as amended (the
"Securities Act") and in compliance with the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Luna Medical  Technologies,  Inc.  (the  "Company")  incorporates  the following
documents by reference in this Registration Statement:

     (a) The  Company's  latest  Annual Report on Form 10-KSB for the year ended
March 31, 2000,  filed with the Securities  and Exchange  Commission on July 14,
2000;

     (b) All reports of the Company filed  pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act") since the
fiscal year ended March 31, 2000;

     (c) The  description of the Company's  common stock specified in Item 11 in
the Second Amendment to the Company's Registration Statement on Form 10-SB filed
with the Securities and Exchange Commission on November 23, 1999, in which there
are  described  the terms,  rights and  provisions  applicable  to the Company's
outstanding common stock; and

     (d) All  other  documents  filed  by the  Company  after  the  date of this
Registration  Statement  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Exchange  Act,  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing such documents.

Item 4. Description of Securities.  Not applicable.

Item 5.  Interests of Named  Experts and Counsel.  No "expert",  as that term is
defined  pursuant to Regulation  Section  228.509(a)  of Regulation  S-B, or the
Company's  "counsel",  as that term is defined  pursuant to  Regulation  Section
228.509(b) of Regulation S-B, was hired on a contingent basis, or will receive a
direct or indirect interest in the Company, or was a promoter, underwriter,


                                        2
<PAGE>

voting trustee, director, officer, or employee of the Company, at any time prior
to the filing of this Registration Statement.

Item 6.  Indemnification  of Directors and Officers.  The Company's  Articles of
Incorporation limit, to the maximum extent permitted by Nevada law, the personal
liability of directors for monetary damages for breach of their fiduciary duties
as a director. The Company's Bylaws provide that the Company shall indemnify its
officers and  directors  and may indemnify its employees and other agents to the
fullest extent permitted by Nevada law.

The indemnification laws of the State of Nevada generally allow indemnification,
in  matters  not  involving  the  right of the  corporation,  to an agent of the
corporation if such agent acted in good faith, in a manner such agent reasonably
believed to be in or not opposed to the best interests of the corporation and in
the case of a criminal matter, had no reasonable cause to believe the conduct of
such agent was  unlawful;  provided that there shall be no  indemnification  for
matters  in which  such  agent  shall  have  been  adjudged  to be liable to the
corporation  or for amounts paid in  settlement to the  corporation,  unless and
only to the  extent  that a court  of  competent  jurisdiction  determines  that
indemnification is proper.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES  OCCURRING PURSUANT TO THE PROVISIONS
OF THE  SECURITIES  ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS,  OFFICERS,  OR
PERSONS  CONTROLLING  THE COMPANY  PURSUANT  TO THE  FOREGOING  PROVISIONS,  THE
COMPANY HAS BEEN  INFORMED  THAT IN THE OPINION OF THE  SECURITIES  AND EXCHANGE
COMMISSION,  SUCH  INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT
ACT AND, THEREFORE, IS UNENFORCEABLE.

Item 7. Exemption from Registration Claimed.

     Any  restricted  securities  to be  offered  or  resold  pursuant  to  this
Registration  Statement  were  issued  pursuant  to  an  exemption  pursuant  to
Regulation S.


Item 8. Exhibits.

5      Opinion of Stepp & Beauchamp LLP

10     Agreement of Employment with Dr. James Swanney

15     Previously filed on August 21, 2000, with the Commission as an exhibit to
       Quarterly Report on Form 10-QSB

23.1   Consent of Stepp & Beauchamp LLP (contained in its


                                        3
<PAGE>

       opinion filed as Exhibit 5 to this Registration Statement)

23.2   Consent of Williams & Webster, P.S.

24.    Power  of  Attorney   appears  above  the  "Signature"   section  in  the
       Registration Statement


Item 9. Undertakings.

     The undersigned registrant hereby undertakes:

(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;

     (ii) to specify in the prospectus any facts or events  occurring  after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information specified in this Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of the  securities  offered  would not exceed
that which was  registered)  and any  deviation  from the low or high end of the
estimated  maximum  offering  range may be specified  in the form of  prospectus
filed with the  Securities  and  Exchange  Commission  pursuant  to Rule  424(b)
(Section 230.424(b) of this chapter) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate  offering
price set forth in the "Calculation of Registration  Fee" table in the effective
registration  statement;  provided,  however, that paragraphs (1)(i) and (1)(ii)
shall not apply if the information  required to be included in a post- effective
amendment by those clauses is specified in periodic reports filed by the Company
pursuant to the  provisions  of Section 13 or Section  15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement;

     (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.

(2)  That,  for  the  purpose  of  determining  any  liability  pursuant  to the
Securities Act, 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  offered  at that  time  shall be deemed to be the
initial bona fide offering thereof.


                                        4
<PAGE>

(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.

The Company hereby  undertakes  that, for purposes of determining  any liability
pursuant to the  Securities  Act,  each filing of the  Company's  annual  report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as  indemnification  for liabilities  arising pursuant to the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than  the  payment  by  the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company will,  unless in the opinion of its counsel that matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such indemnification by the Company is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

                                POWER OF ATTORNEY

The  Company,  as the  registrant  hereunder,  and each person  whose  signature
appears below, hereby appoints Dr. James Swanney as attorney-in-fact,  with full
power of substitution,  to execute, in the name and on behalf of the Company and
on behalf of each person, individually and in each capacity stated below, one or
more post-effective  amendments to this Registration  Statement as the attorney-
in-fact,  and to file any such  post-effective  amendments to this  Registration
Statement with the Securities and Exchange Commission.


                                        5
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies it has
reasonable grounds to believe that the Company satisfies 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 this 17th day of November, 2000.

LUNA MEDICAL TECHNOLOGIES, INC., a Nevada corporation


/s/ Dr. James Swanney
--------------------------------
Dr. James Swanney,  President

/s/ Elizabeth A. Findlay
--------------------------------
Elizabeth A. Findlay, Secretary Pro Tem

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on  November  17,  2000,  who are the  directors  of the  registrant's  board of
directors and who shall  administer and enforce the Agreement of Employment with
Dr. James Swanney.

Signature and Title


/s/ Dr. James Swanney
--------------------------------
Dr. James Swanney,  Chairman of the Board, Director


/s/ Elizabeth A. Findlay
--------------------------------
Elizabeth A. Findlay,  Director


                                        6
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                         LUNA MEDICAL TECHNOLOGIES, INC.
                            -------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
         (State or Other Jurisdiction of Incorporation or Organization)

                                   98-0207745
                      (I.R.S. Employer Identification No.)

201-2001 McCallum Road, Abbotsford, British Columbia       V2S 3N4
(Address of Principal Executive Offices)                  (Zip Code)

                             Agreement of Employment
                             with Dr. James Swanney
                            (Full Title of the Plan)

       Dr. James Swanney, 201-2001 McCallum Road, Abbotsford, B.C. V2S 3N4
                     (Name and Address of Agent for Service)

                                  604.807.9948
          (Telephone Number, including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Amount             Proposed maximum        Proposed maximum
       Title of securities                to be               offering price            aggregate              Amount of
         to be registered             registered(1)            per share(2)           offering price        registration fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value            500,000                   $0.40                 $200,000                $52.80
============================================================================================================================
(1) Consists of 500,000 shares pursuant to the Agreement of Employment.

(2) Based upon the average bid and asked prices of the Company's common stock in
over-the-counter trading on November 17, 2000. Value stated for purpose of
calculating the registration fee.

                                        1
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the information  specified in this Part I will be
sent or given to employees as specified by Rule  428(b)(1)  and are not required
to be filed with this Registration Statement. The information required by Part I
to be specified in the Section 10(a)  prospectus not specified in this Part I is
omitted from this  Registration  Statement in accordance  with the provisions of
Rule 428  promulgated  pursuant to the  Securities  Act of 1933, as amended (the
"Securities Act") and in compliance with the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Luna Medical  Technologies,  Inc.  (the  "Company")  incorporates  the following
documents by reference in this Registration Statement:

     (a) The  Company's  latest  Annual Report on Form 10-KSB for the year ended
March 31, 2000,  filed with the Securities  and Exchange  Commission on July 14,
2000;

     (b) All reports of the Company filed  pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act") since the
fiscal year ended March 31, 2000;

     (c) The  description of the Company's  common stock specified in Item 11 in
the Second Amendment to the Company's Registration Statement on Form 10-SB filed
with the Securities and Exchange Commission on November 23, 1999, in which there
are  described  the terms,  rights and  provisions  applicable  to the Company's
outstanding common stock; and

     (d) All  other  documents  filed  by the  Company  after  the  date of this
Registration  Statement  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Exchange  Act,  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing such documents.

Item 4. Description of Securities.  Not applicable.

Item 5.  Interests of Named  Experts and Counsel.  No "expert",  as that term is
defined  pursuant to Regulation  Section  228.509(a)  of Regulation  S-B, or the
Company's  "counsel",  as that term is defined  pursuant to  Regulation  Section
228.509(b) of Regulation S-B, was hired on a contingent basis, or will receive a
direct or indirect interest in the Company, or was a promoter, underwriter,

                                        2
voting trustee, director, officer, or employee of the Company, at any time prior
to the filing of this Registration Statement.

Item 6.  Indemnification  of Directors and Officers.  The Company's  Articles of
Incorporation limit, to the maximum extent permitted by Nevada law, the personal
liability of directors for monetary damages for breach of their fiduciary duties
as a director. The Company's Bylaws provide that the Company shall indemnify its
officers and  directors  and may indemnify its employees and other agents to the
fullest extent permitted by Nevada law.

The indemnification laws of the State of Nevada generally allow indemnification,
in  matters  not  involving  the  right of the  corporation,  to an agent of the
corporation if such agent acted in good faith, in a manner such agent reasonably
believed to be in or not opposed to the best interests of the corporation and in
the case of a criminal matter, had no reasonable cause to believe the conduct of
such agent was  unlawful;  provided that there shall be no  indemnification  for
matters  in which  such  agent  shall  have  been  adjudged  to be liable to the
corporation  or for amounts paid in  settlement to the  corporation,  unless and
only to the  extent  that a court  of  competent  jurisdiction  determines  that
indemnification is proper.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES  OCCURRING PURSUANT TO THE PROVISIONS
OF THE  SECURITIES  ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS,  OFFICERS,  OR
PERSONS  CONTROLLING  THE COMPANY  PURSUANT  TO THE  FOREGOING  PROVISIONS,  THE
COMPANY HAS BEEN  INFORMED  THAT IN THE OPINION OF THE  SECURITIES  AND EXCHANGE
COMMISSION,  SUCH  INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT
ACT AND, THEREFORE, IS UNENFORCEABLE.

Item 7. Exemption from Registration Claimed.

     Any  restricted  securities  to be  offered  or  resold  pursuant  to  this
Registration  Statement  were  issued  pursuant  to  an  exemption  pursuant  to
Regulation S.

Item 8. Exhibits.

5      Opinion of Stepp & Beauchamp LLP

10     Agreement of Employment with Dr. James Swanney

15     Previously filed on August 21, 2000, with the Commission as an exhibit to
       Quarterly Report on Form 10-QSB

23.1   Consent of Stepp & Beauchamp LLP (contained in its

                                        3
opinion filed as Exhibit 5 to this Registration Statement)

23.2   Consent of Williams & Webster, P.S.

24.    Power  of  Attorney   appears  above  the  "Signature"   section  in  the
       Registration Statement

Item 9. Undertakings.

     The undersigned registrant hereby undertakes:

(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;

     (ii) to specify in the prospectus any facts or events  occurring  after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information specified in this Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of the  securities  offered  would not exceed
that which was  registered)  and any  deviation  from the low or high end of the
estimated  maximum  offering  range may be specified  in the form of  prospectus
filed with the  Securities  and  Exchange  Commission  pursuant  to Rule  424(b)
(Section 230.424(b) of this chapter) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate  offering
price set forth in the "Calculation of Registration  Fee" table in the effective
registration  statement;  provided,  however, that paragraphs (1)(i) and (1)(ii)
shall not apply if the information  required to be included in a post- effective
amendment by those clauses is specified in periodic reports filed by the Company
pursuant to the  provisions  of Section 13 or Section  15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement;

     (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.

(2)  That,  for  the  purpose  of  determining  any  liability  pursuant  to the
Securities Act, 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  offered  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                                        4
(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.

The Company hereby  undertakes  that, for purposes of determining  any liability
pursuant to the  Securities  Act,  each filing of the  Company's  annual  report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as  indemnification  for liabilities  arising pursuant to the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than  the  payment  by  the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company will,  unless in the opinion of its counsel that matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such indemnification by the Company is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

                                POWER OF ATTORNEY

The  Company,  as the  registrant  hereunder,  and each person  whose  signature
appears below, hereby appoints Dr. James Swanney as attorney-in-fact,  with full
power of substitution,  to execute, in the name and on behalf of the Company and
on behalf of each person, individually and in each capacity stated below, one or
more post-effective  amendments to this Registration  Statement as the attorney-
in-fact,  and to file any such  post-effective  amendments to this  Registration
Statement with the Securities and Exchange Commission.

                                        5
SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies it has
reasonable grounds to believe that the Company satisfies 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 this 17th day of November, 2000.

LUNA MEDICAL TECHNOLOGIES, INC., a Nevada corporation

/s/ Dr. James Swanney
--------------------------------
Dr. James Swanney,  President

/s/ Elizabeth A. Findlay
--------------------------------
Elizabeth A. Findlay, Secretary Pro Tem

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on  November  17,  2000,  who are the  directors  of the  registrant's  board of
directors and who shall  administer and enforce the Agreement of Employment with
Dr. James Swanney.

Signature and Title

/s/ Dr. James Swanney
--------------------------------
Dr. James Swanney,  Chairman of the Board, Director

/s/ Elizabeth A. Findlay
--------------------------------
Elizabeth A. Findlay,  Director

                                        6