U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LUNA MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
NEVADA 3841 98-0207745
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
Suite 400, 900 West Hastings Street, Vancouver, British Columbia, Canada V6C 1E5
(Address of registrant's principal executive offices) (Zip Code)
</TABLE>
604.687.0719
(Registrant's Telephone Number, Including Area Code)
Thomas E. Stepp, Jr.
Stepp & Beauchamp LLP
1301 Dove Street, Suite 460
Newport Beach, California 92660
949.660.9700
Facsimile 949.660.9010
(Name, Address and Telephone Number of Agent for Service)
Approximate date of proposed sale to the public: From time to time after this
Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _______
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _______
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-36134
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Title of each class Amount Proposed maximum Proposed maximum Amount of
of securities to be offering price aggregate registration
to be registered registered per share(1) offering price(1) fee
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 8,095,660 $1.25 $10,119,575 $2,671.57
-----------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value 410,000 (1) $1.00 (2) $410,000 $108.24
===========================================================================================================
Total Registration Fees: $2,779.81
</TABLE>
(1) Represents 410,000 outstanding and unexercised warrants issued in reliance
on an exemption from the registration requirements of the Securities Act of 1933
specified by the provisions of the Section 4(2) of Act and Rule 506 of
Regulation D. Each warrant expires by its own terms on December 1, 2000.
(2) Represents the exercise price of the outstanding warrants.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
Item 22. Financial Statements
LUNA MEDICAL TECHNOLOGIES, INC.
Consolidated Balance Sheet
(Unaudited - Prepared by Management)
January 31, 2000
<TABLE>
<CAPTION>
ASSETS January 31 March 31
2000 1999
<S> <C> <C>
CURRENT ASSETS
Cash $ 67,281 $ 9,897
Accounts receivable 3,633 1,091
Loan receivable -- 40,000
Goods and Services Tax recoverable 6,557 920
Inventory 1,358 1,012
Prepaid marketing expense 17,143 16,453
Prepaid expenses -- 5,637
--------- ---------
95,972 75,010
--------- ---------
CAPITAL ASSETS
Office equipment, at cost 1,318 --
--------- ---------
OTHER ASSETS
Marketing licence 1 1
Trademark 2,552 --
--------- ---------
2,553 1
--------- ---------
$ 99,843 $ 75,011
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 110,249 $ 10,686
Accrued marketing costs -- 16,453
Investor deposits 30,000 --
Short term loans payable 13,054 4,469
--------- ---------
153,303 31,608
--------- ---------
STOCKHOLDERS' EQUITY
Preferred stock, 5,000,000 shares authorized, $.001 par value
no shares issued and outstanding -- --
Common stock, 50,000,000 shares authorized, $.001 par value
7,720,660 shares issued and outstanding 7,721 7,311
Additional paid-in capital 274,779 70,189
Stock subscriptions receivable -- (5,000)
Deficit (335,960) (29,097)
--------- ---------
(53,460) 43,403
--------- ---------
$ 99,843 $ 75,011
========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral part
of this statement.
2
<PAGE>
LUNA MEDICAL TECHNOLOGIES, INC.
Consolidated Statement of Loss
(Unaudited - Prepared by Management)
For the ten month period ended January 31, 2000
SALES $ 103,812
COST OF SALES 70,776
-----------
GROSS PROFIT 33,036
-----------
EXPENSES
Audit and accounting 12,977
Bank charges and interest 5,726
Consulting 71,724
Legal 40,197
Management fees 50,000
Marketing 119,205
Office and telephone 24,509
Rent 5,800
Transfer agent 5,496
Travel 4,265
-----------
339,899
NET LOSS $ (306,863)
===========
NET LOSS PER COMMON SHARE $ (0.04)
===========
WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES OUTSTANDING 7,392,660
===========
The accompanying Notes to Consolidated Financial Statements are an integral part
of this statement.
3
<PAGE>
LUNA MEDICAL TECHNOLOGIES, INC.
Consolidated Statement of Stockholders' Equity
(Unaudited - Prepared by Management)
For the ten month period ended January 31, 2000
COMMON STOCK
Balance, beginning of period $ 7,311
Sale of common stock at $0.50 per share 410
---------
Balance, end of period 7,721
---------
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of period 70,189
Sale of common stock at $0.50 per share 204,590
---------
Balance, end of period 274,779
---------
DEFICIT
Balance, beginning of period (29,097)
Net loss (306,863)
---------
Balance, end of period (335,960)
---------
TOTAL STOCKHOLDERS' EQUITY $ (53,460)
=========
The accompanying Notes to Consolidated Financial Statements are an integral part
of this statement.
4
<PAGE>
LUNA MEDICAL TECHNOLOGIES, INC.
Consolidated Statement of Cash Flows
(Unaudited - Prepared by Management)
For the ten month period ended January 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(306,863)
Changes in non-cash working capital
Accounts receivable (2,542)
Loan receivable 40,000
Goods and Services Tax recoverable (5,637)
Inventory (346)
Prepaid marketing expense (690)
Prepaid expenses 5,637
Accounts payable and accrued liabilities 99,563
Accrued marketing costs (16,453)
---------
(187,331)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of office equipment (1,318)
Trademark registration costs (2,552)
---------
(3,870)
CASH FLOWS FROM FINANCING ACTIVITIES
Investor deposits 30,000
Proceeds from short term loans payable 8,585
Proceeds from sale of common stock 205,000
Receipt of stock subscriptions receivable 5,000
---------
248,585
---------
CHANGE IN CASH 57,384
CASH, beginning of period 9,897
---------
CASH, end of period $ 67,281
=========
Supplemental disclosures:
Interest paid $ 2,466
Income taxes paid $ --
The accompanying Notes to Consolidated Financial Statements are an integral part
of this statement.
5
<PAGE>
LUNA MEDICAL TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
(Unaudited - Prepared by Management)
January 31, 2000
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Luna Medical Technologies, Inc. and its wholly-owned subsidiary, Luna
Fertility Indicator, Inc. were incorporated, respectively, January 19, 1999
under the laws of the State of Nevada and May 11, 1999 under the laws of
the Province of British Columbia, Canada for the purpose of engaging in any
lawful activity. The company has entered into an exclusive worldwide
licence agreement with Luna Products Inc. to distribute the Luna Fertility
Indicator, and is in the process of developing and implementing marketing
plans for the products acquired. The company and its subsidiary maintain
offices in Vancouver, British Columbia, Canada.
On May 31, 1999, the company amended its articles of incorporation to
reflect the change of its name from Luna Technologies, Inc. to Luna Medical
Technologies, Inc.
2. INVESTOR DEPOSITS
Investor deposits represent amounts received from potential investors
before the common stock offer had closed and the subscriptions had been
accepted. Subsequent to the period end the stock offering closed and 60,000
shares were issued at a price of $0.50 per share.
3. SHORT TERM LOANS PAYABLE
<TABLE>
<S> <C> <C>
Short term loans payable consist of the following:
Loan payable to Campbell Capital Advisory, Inc. - an $ 1,415 $ 4,469
unsecured loan bearing no interest and with no
fixed terms of repayment. Campbell Capital
Advisory, Inc. is a private corporation controlled
by the President of the company
Loan payable to Javelin Enterprises - an unsecured 1,939 --
loan bearing interest at 10% per annum
Repayable without notice or penalty. Due
June 2, 2000
Loan payable to Phoenix Titanium Recovery Corp. - 9,700 --
an unsecured loan bearing interest at 10% per
annum. Repayable without notice or penalty
Due September 24, 2000
------- -------
Total $13,054 $ 4,469
======= =======
</TABLE>
6
<PAGE>
LUNA MEDICAL TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
(Unaudited - Prepared by Management)
January 31, 2000
4. STOCK PURCHASE WARRANTS
The company has issued warrants that entitle the holders to purchase up to
410,000 shares of the capital stock of the company at a price of $1.00 per
such share at any time prior to December 1, 2000.
5. RELATED PARTY TRANSACTIONS
During the period, the company entered into transactions with related
parties as follows:
Management fees paid to a company of the President $50,000
Marketing expenses reimbursed to a company of the President 25,000
Office expenses reimbursed to a company of the President 13,200
6. COMMITMENTS AND CONTINGENCIES
Licencing Agreement
On January 31, 1999, and as subsequently amended, the company entered into
a licencing agreement with Luna Products Inc. (LPI) for a period of 15
years with an option to extend the term for two additional terms of five
years each. The licencing agreement calls for continuing royalties of CDN$1
to Jim Emmerson, a director of LPI, for each unit sold. The company also
agreed to certain pricing and purchasing structures, and to incur marketing
expenses totalling not less than CDN$250,000 by September 30, 2000.
Marketing and Management Agreement
The company's wholly-owned subsidiary, Luna Fertility Indicator, Inc. (the
"subsidiary") has entered into an agreement with Melissa Gervais, Inc.
("Gervais") whereby the subsidiary has engaged Gervais to provide marketing
and management services for a period of 10 years for a fee of CDN$5,000 per
month, premises rental of CDN$600 per month and an option to purchase a
7.2% interest in the subsidiary for a nominal price. Should the
subsidiary's net revenue (as defined by the agreement) exceed CDN$7,500 per
month for four consecutive months, the monthly fee shall increase to
CDN$6,250. Furthermore, the subsidiary will pay Gervais a performance bonus
of 5% of net operating profits of the subsidiary.
7
<PAGE>
SIGNATURES
In accordance with the requirements of the 1933 Act, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing of an Amendment to Form SB-2 and authorized this
Amendment No, 1 to Registration Statement on Form SB-2 to be signed on its
behalf by the undersigned, in the City of Vancouver, British Columbia, on May
25, 2000.
LUNA MEDICAL TECHNOLOGIES, INC.
a Nevada corporation
By: /s/ Gordon McDugall
----------------------------------
Gordon McDugall
Its: President and Sole Director
8
