SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (date of earliest event reported): August 31, 2004


                      LUNA TECHNOLOGIES INTERNATIONAL, INC.
                   ------------------------------------------
             (Exact name of Registrant as specified in its charter)



          Delaware                     0-2547                   91-1987288
-----------------------------     -------------------     ---------------------
 (State or other jurisdiction    (Commission File No.)        (IRS Employer
      of incorporation)                                     Identification No.)


                                61A Fawcett Road
                   Coquitlam, British Columbia, Canada V3K 6V2
                 ----------------------------------------------
          (Address of principal executive offices, including Zip Code)


  Registrant's telephone number, including area code: (888) 955-8883
                                                     ---------------


                                       N/A
                ------------------------------------------------
          (Former name or former address if changed since last report)




<PAGE>


Item 5.02    Departure  of  Directors  or  Principal  Officers;  Election  of
             Directors; Appointment of Principal Officers

      Effective August 31, 2004:

     o    Douglas  Sinclair  resigned  as an  officer of the  Company  and as an
          officer of the  Company's  subsidiaries  but will remain a  consultant
          until June 2005.
     o    For Mr.  Sinclair's  consulting  services,  the Company  agreed to pay
          $43,200 CDN,  which amount will be paid in equal monthly  installments
          beginning July, 2004.
     o    To satisfy  amounts owed by the Company to Mr. Sinclair for management
          fees the Company agreed to pay Mr. Sinclair CDN$187,000 in a series of
          installments with the last installment due January 15, 2007.
     o    Mr.  Sinclair  agreed  to  maintain  the  confidential  nature  of the
          Company's trade secrets and proprietary technology.
     o    Mr.  Sinclair  agreed that he would not compete with the Company until
          July, 2006.
     o    Kimberly Landry was appointed the Company's Chief Executive Officer.
     o    Scott Bullis was appointed the Company's President.

      Between September 2000 and October 2003 Mr. Bullis was the Chief Executive
Officer of One5 Corporation, a business which provided technology to wireless
telecommunications companies. Between June 1999 and June 2000 Mr. Bullis was
Vice President of Marketing for iEngineer.com, Inc.

      Mr. Bullis has an Employment Agreement with the Company which provides
that the Company will pay Mr. Bullis CDN$5,000 per month. The monthly salary
payable to Mr. Bullis will be renegotiated at the request of either Mr. Bullis
or the Company during the term of the Employment Agreement. In the event that
the Company and Mr. Bullis cannot agree on any increase in salary, the monthly
salary payable to Mr. Bullis will be increased on an annual basis by the greater
of (i) 15% or (ii) the percentage which is the average percentage increase of
all compensation paid to the Company's officers during the previous twelve
months.

     In  addition  to  his  compensation  Mr.  Bullis  was  granted  options  in
accordance with the following terms:

           Shares Issuable Upon          Option Exercise      Expiration
             Exercise of Option            Price (1)              Date
          ----------------------        ----------------       ------------

                52,800                    US  $0.35           July 26, 2007
                 6,400                    US  $0.75           July 26, 2007
               400,000 (1)                US  $0.35           July 26, 2007
               200,000 (1)                US  $0.50           July 26, 2007


(1)  Options will vest in equal monthly portions over a period of twenty-four
     months beginning on July 26, 2004.

      Mr. Bullis is also entitled to participate in any medical or other benefit
plans that are offered to the Company's employees generally.

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:   September 9, 2004
                                          LUNA TECHNOLOGIES INTERNATIONAL, INC.


                                          By: /s/ Brian Fiddler
                                              --------------------------
                                              Brian Fiddler,
                                              Principal Financial Officer
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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": "8-K", "act": "34", "file-number": "000-29991", "film-number": "041024531"}, "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"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (date of earliest event reported): August 31, 2004

                      LUNA TECHNOLOGIES INTERNATIONAL, INC.
                   ------------------------------------------
             (Exact name of Registrant as specified in its charter)

          Delaware                     0-2547                   91-1987288
-----------------------------     -------------------     ---------------------
 (State or other jurisdiction    (Commission File No.)        (IRS Employer
      of incorporation)                                     Identification No.)

                                61A Fawcett Road
                   Coquitlam, British Columbia, Canada V3K 6V2
                 ----------------------------------------------
          (Address of principal executive offices, including Zip Code)

  Registrant's telephone number, including area code: (888) 955-8883
                                                     ---------------

                                       N/A
                ------------------------------------------------
          (Former name or former address if changed since last report)
Item 5.02    Departure  of  Directors  or  Principal  Officers;  Election  of
             Directors; Appointment of Principal Officers

      Effective August 31, 2004:

     o    Douglas  Sinclair  resigned  as an  officer of the  Company  and as an
          officer of the  Company's  subsidiaries  but will remain a  consultant
          until June 2005.
     o    For Mr.  Sinclair's  consulting  services,  the Company  agreed to pay
          $43,200 CDN,  which amount will be paid in equal monthly  installments
          beginning July, 2004.
     o    To satisfy  amounts owed by the Company to Mr. Sinclair for management
          fees the Company agreed to pay Mr. Sinclair CDN$187,000 in a series of
          installments with the last installment due January 15, 2007.
     o    Mr.  Sinclair  agreed  to  maintain  the  confidential  nature  of the
          Company's trade secrets and proprietary technology.
     o    Mr.  Sinclair  agreed that he would not compete with the Company until
          July, 2006.
     o    Kimberly Landry was appointed the Company's Chief Executive Officer.
     o    Scott Bullis was appointed the Company's President.

      Between September 2000 and October 2003 Mr. Bullis was the Chief Executive
Officer of One5 Corporation, a business which provided technology to wireless
telecommunications companies. Between June 1999 and June 2000 Mr. Bullis was
Vice President of Marketing for iEngineer.com, Inc.

      Mr. Bullis has an Employment Agreement with the Company which provides
that the Company will pay Mr. Bullis CDN$5,000 per month. The monthly salary
payable to Mr. Bullis will be renegotiated at the request of either Mr. Bullis
or the Company during the term of the Employment Agreement. In the event that
the Company and Mr. Bullis cannot agree on any increase in salary, the monthly
salary payable to Mr. Bullis will be increased on an annual basis by the greater
of (i) 15% or (ii) the percentage which is the average percentage increase of
all compensation paid to the Company's officers during the previous twelve
months.

     In  addition  to  his  compensation  Mr.  Bullis  was  granted  options  in
accordance with the following terms:

           Shares Issuable Upon          Option Exercise      Expiration
             Exercise of Option            Price (1)              Date
          ----------------------        ----------------       ------------

                52,800                    US  $0.35           July 26, 2007
                 6,400                    US  $0.75           July 26, 2007
               400,000 (1)                US  $0.35           July 26, 2007
               200,000 (1)                US  $0.50           July 26, 2007

(1)  Options will vest in equal monthly portions over a period of twenty-four
     months beginning on July 26, 2004.

      Mr. Bullis is also entitled to participate in any medical or other benefit
plans that are offered to the Company's employees generally.
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:   September 9, 2004
                                          LUNA TECHNOLOGIES INTERNATIONAL, INC.

                                          By: /s/ Brian Fiddler
                                              --------------------------
                                              Brian Fiddler,
                                              Principal Financial Officer