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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-QSB



|[ x ]   | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30, 2004
|------- | ----------------------------------------------------------------------------------------------------------------------------------
|        | OR                                                                                                                                
|[     ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                                                                   
|        | For the transition period from __________ to ___________                                                                          

Commission file number 333-41516







LUNA GOLD CORP.



|Wyoming(State or other jurisdiction of incorporation or organization) |  | 98-0226032(I.R.S. Employer Identification No.)
|--------------------------------------------------------------------- |  | ----------------------------------------------

Suite 920, 475 West Georgia Street 
Vancouver, British Columbia 
Canada V6B 4M9(Address of principal executive offices)

(604) 689-7317(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes [ x ]     No  [     ]

Shares outstanding as at November 12, 2004:  17,004,863



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PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

The Company's financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

LUNA GOLD CORP.
INTERIM FINANCIAL STATEMENTS



|                               | Page                                                     
|------------------------------ | ---------------------------------------------------------
|                               |                                                          
|PART I - FINANCIAL INFORMATION |                                                          
|Item 1.                        | Consolidated Balance Sheets                              
|                               | Consolidated Statements of Operations                    
|                               | Consolidated Statements of Stockholders' Deficiency      
|                               | Consolidated Statements of Cash Flows                    
|                               | Notes to Financial Statements                            
|Item 2.                        | Management's Discussion and Analysis or Plan of Operation
|Item 3.                        | Controls and Procedures                                  
|                               |                                                          
|PART II - OTHER INFORMATION    |                                                          
|Item 6.                        | Exhibits and Reports on Form 8-K                         

















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LUNA GOLD CORP.(Expressed in United States dollars)

Consolidated Balance Sheets



|                                                                                                                                               |   | September 30, 2004
(unaudited) |   | December 31, 
2003
|---------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------------------ | - | ------------------
|Assets                                                                                                                                         |   |                                |   |                   
|                                                                                                                                               |   |                                |   |                   
|Current assets:                                                                                                                                |   |                                |   |                   
|Cash and cash equivalents                                                                                                                      | $ | 39,934                         | $ | 11,483            
|Amounts receivable                                                                                                                             |   | 6,779                          |   | 1,919             
|Prepaid expenses                                                                                                                               |   | 9,646                          |   | 11,507            
|                                                                                                                                               |   |                                |   |                   
|Total current assets                                                                                                                           |   | 56,359                         |   | 24,909            
|                                                                                                                                               |   |                                |   |                   
|Equipment                                                                                                                                      |   | 4,554                          |   | 3,008             
|                                                                                                                                               |   |                                |   |                   
|Investment in resource properties joint ventures (note 2)                                                                                      |   | 136,226                        |   | --                
|                                                                                                                                               |   |                                |   |                   
|Total assets                                                                                                                                   | $ | 197,139                        | $ | 27,917            
|Liabilities and stockholders' deficiency                                                                                                       |   |                                |   |                   
|Current liabilities:                                                                                                                           |   |                                |   |                   
|Accounts payable and accrued liabilities                                                                                                       | $ | 31,921                         | $ | 18,715            
|Payables to related parties (note 5)                                                                                                           |   | 303,631                        |   | 46,218            
|Total current liabilities                                                                                                                      |   | 335,552                        |   | 64,933            
|                                                                                                                                               |   |                                |   |                   
|Stockholders' equity (deficiency):                                                                                                             |   |                                |   |                   
|Common stock, no par value, unlimited authorized shares; issued 17,004,863 at September 30, 2004, and 12,441,946 at December 31, 2003 (note 4) |   | 5,615,926                      |   | 5,068,305         
|Additional paid-in capital                                                                                                                     |   | 182,746                        |   | 182,746           
|Deficit before inception of new business (note 1)                                                                                              |   | (4,796,115)                    |   | (4,796,115)       
|Deficit accumulated since inception of new business (note1)                                                                                    |   | (1,120,399)                    |   | (466,688)         
|Accumulated other comprehensive income:
Cumulative translation adjustment                                                                      |   | (20,571)                       |   | (25,264)          
|Total stockholder's deficiency                                                                                                                 |   | (138,413)                      |   | (37,016)          
|Total liabilities and stockholders' equity (deficiency)                                                                                        | $ | 197,139                        | $ | 27,917            

The accompanying notes are an integral part of these financial statements

Approved on behalf of the Board:



|/s/ Tim Searcy
Tim Searcy, Director | /s/ Marcel de Groot
Marcel de Groot, Director
|----------------------------------- | ---------------------------------------------





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LUNA GOLD CORP.(Expressed in United States dollars)
(Unaudited - Prepared by Management)

Consolidated Statements of Operations



|                                                                         |   | Three Month period ended
September 30, |   | Nine Month period
ended September 30, | Period from January 20/03 (inception of new business) to September 30,
|------------------------------------------------------------------------ | - | -------------------------------------- | - | ------------------------------------- | ----------------------------------------------------------------------
|                                                                         |   | 2004                                   |   | 2003                                  |                                                                       
|Operating expenses:                                                      |   |                                        |   |                                       |                                                                       
|Business Development                                                     | $ | 7,489                                  | $ | --                                    | $                                                                     
|Depreciation and 
Amortization                                           |   | 528                                    |   | 276                                   |                                                                       
|Consulting fees (note 5)                                                 |   | 37,417                                 |   | 10,084                                |                                                                       
|Marketing and promotion                                                  |   | 329                                    |   | 3,595                                 |                                                                       
|Equity in loss from 
operations of resource
properties joint ventures    |   | 13,774                                 |   | --                                    |                                                                       
|Exploration expense                                                      |   | 22,421                                 |   | 63,749                                |                                                                       
|Filing fees                                                              |   | 3,127                                  |   | 5,376                                 |                                                                       
|General and administrative                                               |   | 8,561                                  |   | 2,302                                 |                                                                       
|Investor relations                                                       |   | 10,824                                 |   | --                                    |                                                                       
|Management fees to related
parties (note 5)                              |   | 5,808                                  |   | 5,446                                 |                                                                       
|Organization expense                                                     |   | --                                     |   | --                                    |                                                                       
|Professional fees                                                        |   | 37,938                                 |   | 22,107                                |                                                                       
|Rent                                                                     |   | 10,960                                 |   | 6,535                                 |                                                                       
|Travel and conference                                                    |   | 40,197                                 |   | --                                    |                                                                       
|Wages and Benefits                                                       |   | 23,705                                 |   | --                                    |                                                                       
|Total Expenses                                                           |   | 223,077                                |   | 119,470                               |                                                                       
|                                                                         |   |                                        |   |                                       |                                                                       
|Loss from operations                                                     |   | (223,077)                              |   | (119,470)                             |                                                                       
|Foreign exchange gain (loss)                                             |   | (12,762)                               |   | --                                    |                                                                       
|Interest income (expense), net                                           |   | --                                     |   | --                                    |                                                                       
|Net loss for the period                                                  | $ | (235,839)                              | $ | (119,470)                             | $                                                                     
|Loss per common share, basic and diluted                                 | $ | (0.02)                                 | $ | (0.01)                                | $                                                                     
|Weighted average number of common shares outstanding: 
basic and diluted |   | 13,689,627                             |   | 9,487,847                             |                                                                       





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LUNA GOLD CORP.(Expressed in United States dollars)
(Unaudited - Prepared by Management)
Consolidated Statements of Stockholders' Equity (Deficiency)



|                                                                                                     | Common Shares | Additional
Paid-In | Deficit accumulated Prior to Inception of
|---------------------------------------------------------------------------------------------------- | ------------- | ------------------ | -----------------------------------------
|                                                                                                     | Shares        | Amount             | Capital                                  
|Balance, December 31, 2002                                                                           | 10,141,946    | $                  | 4,608,305                                
|Loss for the period                                                                                  | --            |                    | --                                       
|Issuance of common stock on private placement (August 8, 2003)                                       | 2,250,000     |                    | 450,000                                  
|Issuance of common stock for exploration (August 8, 2003)                                            | 50,000        |                    | 10,000                                   
|Adjustment to cumulative translation account                                                         | --            |                    | --                                       
|Balance, December 31, 2003                                                                           | 12,441,946    | $                  | 5,068,305                                
|                                                                                                     |               |                    |                                          
|Loss for the period                                                                                  | --            |                    | --                                       
|Issuance of common stock on exercise of warrants issued on August 8, 2003 private placement (Note 5) | 96,250        |                    | 24,063                                   
|Issuance of common stock on exercise of warrants on June 30, 2004                                    | 4,416,667     |                    | 523,558                                  
|Issuance of common stock for exploration (August 8, 2004)                                            | 50,000        |                    | --                                       
|Adjustment to cumulative translation account                                                         | --            |                    | --                                       
|Balance, September 30, 2004                                                                          | 17,004,863    | $                  | 5,615,926                                



|                                                                                                     | Deficit Accumulated Since Inception of New Business | Cumulative Translation Adjustment | Total Stockholders' Equity (Deficiency) | Comprehensive Income (loss)
|---------------------------------------------------------------------------------------------------- | --------------------------------------------------- | --------------------------------- | --------------------------------------- | ---------------------------
|Balance, December 31, 2002                                                                           | $                                                   | --                                | $                                       | (21,563)                   
|                                                                                                     |                                                     |                                   |                                         |                            
|Loss for the period                                                                                  |                                                     | (466,688)                         |                                         | --                         
|Issuance of common stock on private placement (August 8, 2003)                                       |                                                     | --                                |                                         | --                         
|Issuance of common stock for exploration (August 8, 2003)                                            |                                                     | --                                |                                         | --                         
|Adjustment to cumulative translation account                                                         |                                                     | --                                |                                         | (3,701)                    
|Balance, December 31, 2003                                                                           | $                                                   | (466,688)                         | $                                       | (25,264)                   
|Loss for the period                                                                                  |                                                     | (653,711)                         |                                         | --                         
|Issuance of common stock on exercise of warrants issued on August 8, 2003 private placement (Note 5) |                                                     | --                                |                                         | --                         
|Issuance of common stock on exercise of warrants on June 30, 2004                                    |                                                     | --                                |                                         | --                         
|Issuance of common stock for exploration (August 8, 2004                                             |                                                     | --                                |                                         | --                         
|Adjustment to cumulative translation account                                                         |                                                     | --                                |                                         | 4,693                      
|Balance, September 30, 2004                                                                          | $                                                   | (1,120,399)                       | $                                       | (20,571)                   

See accompanying notes to financial statements.





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LUNA GOLD CORP.(Expressed in United States dollars)
(Unaudited - Prepared by Management)
Consolidated Statements of Cash Flows



|                                                                                        |   | Three Month period ended
September 30, |   | Nine Month period
ended September 30, | Period from Jan. 20, 2003 (inception of new business) to September 30,
|--------------------------------------------------------------------------------------- | - | -------------------------------------- | - | ------------------------------------- | ----------------------------------------------------------------------
|                                                                                        |   | 2004                                   |   | 2003                                  |                                                                       
|Cash flow from operating activities:                                                    |   |                                        |   |                                       |                                                                       
|Net loss                                                                                | $ | (235,839)                              | $ | (119,470)                             | $                                                                     
|Items not affecting cash:                                                               |   |                                        |   |                                       |                                                                       
|Depreciation and amortization                                                           |   | 528                                    |   | 276                                   |                                                                       
|Issuance of shares for exploration                                                      |   | --                                     |   | 10,000                                |                                                                       
|                                                                                        |   |                                        |   |                                       |                                                                       
|Equity in loss from operations                                                          |   | 13,774                                 |   | --                                    |                                                                       
|Other                                                                                   |   | 2,303                                  |   | --                                    |                                                                       
|                                                                                        |   |                                        |   |                                       |                                                                       
|Changes in operating assets and liabilities:                                            |   |                                        |   |                                       |                                                                       
|Amounts receivable                                                                      |   | (3,205)                                |   | (2,131)                               |                                                                       
|Prepaid expenses                                                                        |   | (2,079)                                |   | (3,027)                               |                                                                       
|Accounts payable and accrued liabilities                                                |   | (45,562)                               |   | (15,763)                              |                                                                       
|Net cash used in operating activities                                                   |   | (270,080)                              |   | (130,115)                             |                                                                       
|                                                                                        |   |                                        |   |                                       |                                                                       
|Cash flow from investing activities:                                                    |   |                                        |   |                                       |                                                                       
|Purchase/Disposal of equipment                                                          |   | (448)                                  |   | (3,332)                               |                                                                       
|Investment in resource properties joint ventures                                        |   | --                                     |   | --                                    |                                                                       
|Net cash used in investing activities                                                   |   | (448)                                  |   | (3,332)                               |                                                                       
|                                                                                        |   |                                        |   |                                       |                                                                       
|Cash flow from financing activities:                                                    |   |                                        |   |                                       |                                                                       
|Proceeds from exercise of warrants issued on August. 8, 2003 private placement (Note 5) |   | 4,688                                  |   | --                                    |                                                                       
|Proceeds from exercise of warrants on June 30, 2004                                     |   | 5,043                                  |   | --                                    |                                                                       
|Notes payable to related parties                                                        |   |                                        |   |                                       |                                                                       
|Payable to related parties                                                              |   | 238,211                                |   | 11,932                                |                                                                       
|Proceeds from issuance of shares for cash                                               |   |                                        |   | 450,000                               |                                                                       
|Proceeds from subscriptions received in advance of share offering                       |   | --                                     |   | (343,301)                             |                                                                       
|Net cash provided by financing activities                                               |   | 247,942                                |   | 118,631                               |                                                                       
|                                                                                        |   |                                        |   |                                       |                                                                       
|Increase (decrease) in cash and cash equivalents                                        |   | (22,586)                               |   | (14,816)                              |                                                                       
|Effect of exchange rate changes on foreign currency denominated cash balances           |   | 1,685                                  |   | 10,637                                |                                                                       
|Cash and cash equivalents, beg. of period                                               |   | 60,835                                 |   | 196,325                               |                                                                       
|Cash and cash equivalents, end of period                                                | $ | 39,934                                 | $ | 192,146                               | $                                                                     
|Supplemental disclosure:                                                                |   |                                        |   |                                       |                                                                       
|Interest paid (received) net                                                            |   | --                                     |   | --                                    |                                                                       
|Issuance for common stock for debt                                                      |   | --                                     |   | --                                    |                                                                       



The accompanying notes are an integral part of these financial statements

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LUNA GOLD CORP.Consolidated Notes to Financial Statements
(Expressed in United States dollars)
(Unaudited - Prepared by Management)

Nine-month period ended September 30, 2004 and 2003
Period from January 20, 2003 (inception of new business) to September, 2004

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1. Nature of Operations:

The Company was incorporated on June 24, 1986 in British Columbia, Canada.  In July 1999, the Company redomiciled to Wyoming State, USA.  From July 1999 until January 2003, as described in the Company's consolidated financial statements filed with the 2003 annual report on Form 10-KSB, the Company's focus was on the streaming-media business.  These efforts ceased in January 2003.  During the three month period ended March 31, 2003 the Company refocused its efforts from the streaming-media business and entered the mining exploration business (note 3).  As the Company has no producing properties, financial information from January 20, 2003, the inception of the mining business, has been presented in these financial statements. Additional debt or equity financing will be required from existing shareholders or third parties in order to provide working capital for operations in the future.  This debt or equity may not be available on reasonable terms or on any terms at all.

These financial statements have been prepared on a going concern basis in accordance with United States generally accepted accounting principles.  The going concern basis of presentation assumes the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.  Certain conditions, described below, currently exists which raise substantial doubt upon the validity of this assumption.  These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2. Significant Accounting Policies:

(a) Basis of presentation:

The financial statements have been prepared in accordance with generally accepted accounting principles in the United States.  There is no material measurement differences to these financial statements to Canadian generally accepted accounting principles (see note 7).  The interim financial statements do not include all information and footnote disclosures required under generally accepted accounting principles in the United States or Canada for a complete set of annual financial statements.  Results of operations for the Nine months ended September 30, 2004 are not necessarily indicative of what the results will be for the 2004 fiscal year.

In the opinion of management, these unaudited interim financial statements reflect all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position as at September 30, 2004 and 2003 and December 31, 2003 and results of operations and cash flows for the periods then ended.





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2. Significant Accounting Policies (Cont'd):

These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-KSB which includes the Company's financial statements for the year ended December 31, 2003.

(b) Principles of consolidation:

These consolidated financial statements include the accounts of the Company's wholly-owned subsidiaries Compania Minera Antero gold S.A. de C.V., Eureka Gold Inc., Luna Gold (China) Corp. and Luna Gold (Liaoning) Corp.  All significant inter-company transactions and balances have been eliminated.

(c) Use of estimates:

The preparation of financial statements in accordance with generally accepted accounting principles requires that management make estimates and reasonable assumptions which impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the balance sheets, and the reported amounts of revenues and expenses during the reporting periods.  Actual amounts may differ from these estimates.

(d) Foreign currency:

The Company uses the United States dollar as its reporting currency.

Canadian operations, which have the Canadian dollar as the functional currency, are translated to United States dollars as follows: assets and liabilities are translated at the exchange rate at the balance sheet date.  Revenues and expenses are translated at the average rate for the period.  Exchange gains and losses resulting from the translation are excluded from the determination of income and reported as the cumulative translation adjustment in stockholder's equity.

Other exchange gains and losses arising on the settlement of foreign currency denominated monetary items are included in the statement of operations.

(e) Stock-based compensation:

The Company applies the intrinsic value-based method of accounting prescribed by Accounting Principles Board ("APB") Opinion No. 25 "Accounting for Stock Issued to Employees", and related interpretations, in accounting for its fixed stock option plan.  As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. Compensation expense for stock options is recognized over the vesting period.  Options granted to other than employees and directors are measured at their fair value as the services are performed and the options earned.





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2. Significant Accounting Policies (Cont'd):

A total of 1,050,000 options were granted in the nine-month period ended September 30, 2004.  If the fair-value method had been used, an additional expense of $25,230 and $224,414 would have been recognized for stock-based compensation for the three and nine months periods ended September 30, 2004, and $249,645the period from inception of new business on January 20, 2003 to September 30, 2004. Pro forma basic and diluted loss per share would have been $0.02, $0.06 and $0.11 respectively.

The fair value has been calculated using the Black-Scholes option pricing model and the following factors: volatility - 90%; risk-free interest rate - 5%; dividend yield - nil; term - five years.  The fair value of each option granted is $0.14.

(f) Loss per share:

Basic loss per share is calculated based on the weighted average number of common shares outstanding during the periods.  Excluded from the weighted average number of common shares are 213,839 common shares (September 30, 2003 - 213,839) held in escrow that are to be released based on financial performance criteria (note 4 (a)).

Diluted loss per share is computed using the weighted average number of common and potentially dilutive common shares outstanding during the period.  Excluded from the calculation of diluted loss per share are 1,860,000 stock options (2003 - 810,000).

(g)  Mineral Property Interests

The Company accounts for its mineral property interests whereby all acquisition and exploration costs are charged to expense as incurred and all property sales and option proceeds received are credited to income.  When the existence of a proven or probable mineral reserve on a property has been established, future acquisition, exploration and development costs will be capitalized for that property.  After commercial production on the property commences, the net capitalized costs will be charged to future operations using the unit of production method based on estimated recoverable reserves on the property.

(h)  Joint Venture Agreements

The Company holds a significant portion of its interests in resource properties through joint venture agreements.  The Company accounts for its joint venture operations using the equity method whereby the investment is initially record at cost and is adjusted to recognize the Company's share of losses and reduced by dividends and distributions received.





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3. Mining Property Interests

(a) Blue Mountain Project

The Company entered into an agreement dated March 18, 2003 with Nassau Ltd. ("Nassau") an unrelated private U.S. company, to acquire 100% of the interest held by Nassau in a mining property located in Nevada, U.S.A.

In order to acquire the interest, the Company has entered into an option agreement with Nassau, pursuant to which agreement Nassau granted the Company the option to acquire a 100% interest in certain mining claims known as the Blue Mountain project which project is made up of 31 mining claims and is located in Humboldt County, Nevada approximately 20 miles west of Winnemucca, Nevada (the "Blue Mountain Project").

In accordance with the terms of its agreement with Nassau, the Company has agreed that in order to acquire a 100% interest in the Blue Mountain Project, the Company will make the following payments and issue the following shares to Nassau:



| | (i)   | 50,000 shares were issued on August 8, 2003 when the TSX Venture Exchange (the "TSX") approved (the "Approval Date") the Blue Mountain Project as a "qualifying property" (as defined within the rules and policies of the TSX);
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | An additional 50,000 shares were issued on Aug 8, 2004;                                                                                                                                                                         
| | (iii) | Two years following the Approval Date a payment in the amount of $20,000;                                                                                                                                                       
| | (iv)  | three years following the Approval Date a payment in the amount of $30,000                                                                                                                                                      
| | (v)   | four years following the Approval Date a payment in the amount of $40,000;                                                                                                                                                      
| | (vi)  | five years following the Approval Date a payment in the amount of $100,000; and                                                                                                                                                 
| | (vii) | six years following the Approval Date a payment in the amount of $1,300,000 (the "Final Payment").                                                                                                                              

Upon the Company making the Final Payment to Nassau then the Company will own 100% of the Blue Mountain Project subject only to a 2% net smelter royalty on gold (the "Royalty") and the Company will have the right to buy down the Royalty to a 1% NSR by paying Nassau the sum of $1,500,000 at any time prior to completion of the first year of production.  All payments are in U.S. dollars.

(b) Dongchuan Project

On June 2, 2004, the company entered into a formal co-operative agreement with Yunnan Nonferrous Mining and Geology Ltd. ("YNMG") pursuant to establish a Sino-Foreign co-operative joint venture company in the Yunnan Province, PRC.





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3. Mining Property Interests (Cont'd):

The joint venture company will is called the Xinan Mineral Resources Co. Ltd.  It is established for the purpose of jointly exploring and, if successful, mining any viable deposits discovered in the Dongchuan area of the Yunnan, Province, PRC.

The company agreed to invest, at its option, a total of US$3.1 million over three years to earn a 70% interest in the co-operative company.  After the company has earned a 70% interest, the company may earn a further 20 % interest in the co-operative company by investing an additional US$6 million.

If the company elect to terminate the co-operative agreement at any time, all unexpended amounts paid to the co-operative company will be returned to the company and all rights to the property will be returned to YNMG.

The schedule of payments is as follows; beginning from October 12, 2004, the date the joint venture company is successfully incorporated:



| | Due Date             | Investment |          
| | -------------------- | ---------- | ---------
| | By Yr. 1 Anniversary | $          | 600,000  
| | By Yr. 2 Anniversary |            | 1,000,000
| | By Yr. 3 Anniversary |            | 1,500,000
| | Total:               | $          | 3,100,000

(c) Gongguo Project

On May 18, 2004 the Company entered into a formal co-operative agreement with Yunnan Nonferrous Mining and Geology Ltd. ("YNMG") to establish a Sino-Foreign co-operative joint venture company in Yunnan Province, PRC.

The joint venture company is called the Xinlong Mineral Resources Co. Ltd.  It is established for the purpose of jointly exploring and, if successful, mining any viable deposits discovered in the Gongguo area of the Yunnan, Province, PRC.

The company has agreed to invest, at its option, a total of US$3.05 million over three years to earn an 80% interest in the co-operative company.  After the company has earned its 80% interest, contributions to the co-operative company will be made pro rata, provided that YNMG's interest can be diluted to not less than 10% if it elects not to make cash contributions.

If the company elects to terminate the co-operative agreement at any time, all unexpended amounts paid to the co-operative company will be returned to the company and all rights to the property will be returned to YNMG.





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3. Mining Property Interests (Cont'd):

The schedule of payments, beginning from October 12, 2004, the date the joint venture company is successfully established, is as follows:



|Due Date             |   | Investment
|-------------------- | - | ----------
|By Yr. 1 Anniversary | $ | 540,000   
|By Yr. 2 Anniversary |   | 1,000,000 
|By Yr. 3 Anniversary |   | 1,510,000 
|Total                | $ | 3,050,000 

4. Stockholders' Equity:

(a) Escrowed stock:

At September 30, 2004, 213,839 (2003 - 213,839) common shares outstanding were held in escrow.

These shares are releasable from escrow on satisfaction of certain predetermined tests set out by the TSX Venture Exchange related to the generation of positive cash flow from operations. Stock not released from escrow within 10 years of the date of their issuance will be cancelled.  Pursuant to the escrow agreements, holders of the stock may exercise all voting rights attached thereto except on a resolution to cancel any of the stock, and have waived their rights to receive dividends or to participate in the assets and property of the Company on a winding-up or dissolution of the Company.  For accounting purposes these shares will be recorded at their fair value when the performance measures are satisfied with a charge in an equivalent amount to compensation expense.

(b) Stock options and stock-based compensation:

A summary of the status of the Company's stock options at September 30, 2004 and December 31, 2003 and changes during the periods ended on those dates is presented below:



|                               | 2004      | 2003                           
|------------------------------ | --------- | -------------------------------
|                               | Options   | Weighted average exercise price
|Outstanding, beginning of year | 810,000   | $                              
|Granted                        | 1,050,000 |                                
|Exercised                      | --        |                                
|Expired/cancelled              | --        |                                
|Outstanding, end of period     | 1,860,000 | $                              
|Options exercisable            | 1,590,000 | $                              





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4. Stockholders' Equity (Cont'd):

A total of 1,050,000 options were granted during the nine months ended September 30, 2004 (2003:  810,000).  The 2004 options are subjected to four month hold periods expiring October 7 and October 28, 2004

(c)  Private Placement

On August 8, 2003, the Company closed a private placement of 2,250,000units at a price of $0.20 per unit for a total of $450,000.  Each unit consists of one common share and one-half of a non-transferable share purchase warrant exercisable over a two (2) year period.  Each whole share purchase warrant will entitle the holder to subscribe for one additional common share at a price of $0.25 during the first year and $0.30 during the second year.  The units will be subject to applicable Canadian and U.S. hold periods.

Sales made to non-residents of the U.S. were carried out under Regulation S of the U.S. Securities Act of 1933, as amended (the "Act").  Sales made to U.S. residents were made pursuant to section 4(2) of the Act and applicable state law exemptions.  The units have not been registered under the Act. The private placement is subject to receipt of approval from the TSX Venture Exchange. The announcement was made in accordance with TSX Policy 4.1.

The proceeds of the private placement funds are for working capital purposes.  At September 30, 2004, 1,028,750 warrants were outstanding.

5. Related Party Transactions:

In addition to related party transactions disclosed elsewhere in these financial statements:

(a)  During the period ended September 30, 2004, the Company paid or accrued management fees, geological consulting, other consulting fees and salaries of $141,959 (2003 - $66,939) to directors and a company controlled by two directors.

(b)  The Company was charged by Pacific Source Capital Ltd. Cdn$2,500 per month in consideration for which Pacific Source Capital Ltd. provides the Company with advisory services relating to general corporate development, financial matters, raising additional capital, strategic planning and other matters relating to the financial affairs of the Company.

(c) Total charges made by Pacific Source Capital Ltd., during the nine month period ended September 30, 2004 were as follows:



|2004
2003 | $  16,953
$  15,784
|--------- | -------------------

(d) During the period ended September 30, 2004 Pacific Source Capital Ltd has advanced $200,157 to the company.





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6. Financial Instruments and Risk Management:

(a) Fair values:

The carrying amounts of cash and cash equivalents, amounts receivable and accounts payable and accrued liabilities approximate their fair values due to their ability for prompt liquidation or short-term to maturity.  The fair value of payables, including note payables, to related parties is not readily determinable due to the lack of a ready market for such indebtedness.

(b) Foreign currency risk:

Foreign currency risk is the risk to the Company's earnings that arises from fluctuations in foreign currency exchange rates, and the degree of volatility of these rates.  The Company does not yet have any sales, and accordingly, foreign exchange risk is not yet considered by management to be a material risk at September 30, 2004.

7. Canadian Generally Accepted Accounting Principles:

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("US GAAP") which differ in certain respects with accounting principles generally accepted in Canada ("Canadian GAAP").  Reference should be made to the annual financial statements for a description of the material differences.  Material measurement differences to these financial statements are as follows:



|                                   | Nine months ended September 30,
|---------------------------------- | -------------------------------
|                                   |                                
|Loss for the period, US GAAP       | $                              
|Loss for the period, Canadian GAAP | $                              
|Loss per share, Canadian GAAP      | $                              















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ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

This quarterly report contains certain forward-looking statements.  Much of the information included in this report includes or is based upon estimates, projections or other "forward looking statements".  Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, prediction, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below.  We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements."

The following discussion should be read in conjunction with our historical Financial Statements and contained herein.

Critical Accounting Policies

Our discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an ongoing basis, management re-evaluates its estimates and judgments.

The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.  Certain conditions, discussed below, currently exists which raise substantial doubt upon the validity of this assumption.  The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Our future operations are dependent upon our ability to obtain third party financing in the form of debt and equity and ultimately to generate future profitable operations or income from its investments.  As of September 30, 2004, we have not generated revenues, and have experienced negative cash flow from operations.  We may look to secure additional funds through future debt or equity financings.  Such financings may not be available or may not be available on reasonable terms.





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Overview

Our financial statements contained in this quarterly report have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business.  We incurred net losses from operations for the period ended September 30, 2004, for the period ended September 30, 2003 and for the period from the inception of our mining business as of January 20, 2003, to September 30, 2004 of $653,711, $321,791 and $1,120,399, respectively.  The loss increased over the prior year period due to higher administration and exploration expenses during the period as the Company performed due diligence on, and optioned, several new properties during the period and expand its focus to China.  We did not earn any revenue during the period ended September 30, 2004 and the year ended December 31, 2003.

Dongchuan Project

On June 2, 2004, we entered into a formal co-operative agreement with Yunnan Nonferrous Mining and Geology Ltd. ("YNMG") pursuant to which we together agreed to establish a Sino-Foreign co-operative joint venture company in the Yunnan Province, PRC. The joint venture company will be called the Xinan Mineral Resources Co. Ltd.  It will be established for the purpose of jointly exploring and, if successful, mining any viable deposits discovered in the Dongchuan area of the Yunnan, Province, PRC.

Pursuant to the terms of the co-operative agreement, we agreed to invest, at our option, a total of US$3.1 million over three years to earn a 70% interest in the co-operative company.  After we have earned a 70% interest, at our option, we may earn a further 20 % interest in the co-operative company by investing an additional US$6 million.

If we elect to terminate the co-operative agreement at any time, all unexpended amounts that we may have paid to the co-operative company will be returned to us and all rights to the property will be returned to YNMG.

The schedule of payments is as follows; beginning from October 12, 2004, the date the joint venture company is successfully incorporated:



| | Due Date             | Investment |          
| | -------------------- | ---------- | ---------
| | By Yr. 1 Anniversary | $          | 600,000  
| | By Yr. 2 Anniversary |            | 1,000,000
| | By Yr. 3 Anniversary |            | 1,500,000
| | Total:               | $          | 3,100,000

Gongguo Project

On May 18, 2004 we entered into a formal co-operative agreement with Yunnan Nonferrous Mining and Geology Ltd. ("YNMG") pursuant to which we together agreed to establish a Sino-Foreign co-operative joint venture company in Yunnan Province, PRC.





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The joint venture company will be called the Xinlong Mineral Resources Co. Ltd.  It will be established for the purpose of jointly exploring and, if successful, mining any viable deposits discovered in the Gongguo area of the Yunnan, Province, PRC.

Pursuant to the terms of the co-operative agreement, we have agreed to invest, at our option, a total of US$3.05 million over three years to earn an 80% interest in the co-operative company.  After we have has earned its 80% interest, contributions to the co-operative company will be made pro rata, provided that YNMG's interest can be diluted to not less than 10% if it elects not to make cash contributions.

If we elect to terminate the co-operative agreement at any time, all unexpended amounts that we may have paid to the co-operative company will be returned to us and all rights to the property will be returned to YNMG.

The schedule of payments, beginning from October 12, 2004 the date the joint venture company is successfully established, is as follows:



|Due Date             |   | Investment
|-------------------- | - | ----------
|By Yr. 1 Anniversary | $ | 540,000   
|By Yr. 2 Anniversary |   | 1,000,000 
|By Yr. 3 Anniversary |   | 1,510,000 
|Total                | $ | 3,050,000 

LS Property Option

We acquired an option on the LS Property and have the right to acquire a 100% interest in these 80 mineral claims located in Lander County, Nevada, subject to a retained 3% net smelter royalty.  We made an initial $5,000 payment upon execution of the agreement on March 20, 2004 and would at our option, make further cash payments totalling $1,400,000 over a 15 year period.  Additionally, we are required to carry out a minimum year-one work program of $10,000 and must complete a total work program of $1,400,000 over the 15 year option period.

NBM Property Option

In February we acquired an option on the NBM Property and have the right to acquire a 100% interest in these 36 mineral claims located in Lander County, Nevada, subject to a retained 3% net smelter royalty.  We made an initial $5,000 payment upon execution of the agreement dated March 20, 2004, and would at our option, make further cash payments totalling $1,400,000 over a 15 year period.  Additionally, we are required to carry out a minimum year-one work program of $10,000 and must complete a total work program of $1,400,000 over the 15 year option period.

New Directors

During May 2004, Mr. Kit Lee joined the Board of Directors of Luna.   Kit worked at Placer Dome Inc. from 1970 to 1987, as a Senior Geologist in charge of project generation in South East Asia, and has extensive experience in the South East Asia Basin including Papua New Guinea, Malaysia, Australia, Cambodia and China.  He was part of the team that led to Placer's success in developing the Kidston Gold Mine, Porgera Gold Mine and Misima Gold Mine.





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In 1987, Kit joined NiuginiMining Ltd. as Exploration Manager Asia and Manager Ore Reserves where he led the team to the discovery for a new gold belt at Loei, Thailand, including a deposit of 5 million tons at 3.5 gpt Au and 0.5% Cu.   He also successfully completed the acquisition of the Red Dome Gold Copper Mine in Australia and recognized the potential to double the open pitable reserves from 3 million tons to 7 million tons at 3 gpt Au and 1% Cu.

From 1994 to 2000, Kit was the President of Zen International Resources Ltd., which he founded with a mandate to investigate mining opportunities in China.   During his tenure at Zen, Kit identified a package of very attractive gold and copper projects in China.   Zen obtained full governmental approvals for the first Sino-Foreign Joint Venture for the Zijinshan gold copper project located in the Fujian Province.

Prior to joining Luna, Kit has provided consulting services for projects in Cambodia, Australia, and Malaysia.

In June 2004, Mr. Tim Searcy has been appointed president and chief executive officer.  Tim worked in the corporate offices of Placer Dome where he held positions in Treasury, and more recently Corporate Development (M&A).  Before joining Placer Dome, Tim worked as an exploration geologist in Canada and Asia.  As an exploration geologist, Tim worked with Falconbridge and BHP, as well as a number of junior companies.

Our Financial Statements included in this quarterly report have been prepared without any adjustments that would be necessary if we become unable to continue as a going concern and are therefore required to realize upon our assets and discharge our liabilities in other than the normal course of operations.

Our Proposed Exploration Program



We must conduct exploration to determine what amounts of minerals exist on our properties and if such minerals can be economically extracted and profitably processed.

Our exploration program is designed to efficiently explore and evaluate our properties.

We do not claim to have any mineral reserves whatsoever at this time on our properties.

Our anticipated exploration costs for our respective properties, over the next twelve months are as follows:



|Blue Mountain Project | $ | 176,000
|--------------------- | - | -------
|Gongguo Project       |   | 200,000
|Dongchuan Project     |   | 112,000
|                      | $ | 478,000





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In addition to work performed on the properties mentioned above, we intend to conduct exploration activity on the LS and NBM properties.  Each property will require $10,000 on exploration activity within the first anniversary of each of the agreements by March 20, 2005.  All exploration work will be dependent upon our ability to successfully complete our public offering or have a sufficient amount of warrants exercised.

Government Regulation

Mining operations and exploration activities are subject to various national, state, and local laws and regulations in the United States, which govern prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.  We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in the United States.

Environmental Regulation

Our mining operations and exploration activities are subject to various federal, state and local laws and regulations governing protection of the environment.  These laws are continually changing and, as a general matter, are becoming more restrictive.  Our policy is to conduct business in a way that safeguards public health and the environment.  We believe that our operations are conducted in material compliance with applicable laws and regulations.

Changes to current local, state or federal laws and regulations in the jurisdictions where we operate could require additional capital expenditures and increased operating and/or reclamation costs.  Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could render certain mining operations uneconomic.

Competition

We compete with other mining companies in connection with the acquisition of gold and other precious metals properties.  There is competition for the limited number of gold acquisition opportunities, some of which is with other companies having substantially greater financial resources than we do.  As a result, we may have difficulty acquiring attractive gold mining/exploration properties.

We believe no single company has sufficient market power to affect the price or supply of gold in the world market.

Results of Operations

We have included in this quarterly report financial statements for the three and nine month periods ended September 30, 2004 and 2003 and the period from January 20, 2003 (being the date of inception of our new business) to September 30, 2004.





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Three-month period ended September 30, 2004

We incurred a net loss of $235,839 (2003: $119,470) for the quarter ended September 30, 2004, resulting in a loss per share of $0.02 (2003: $0.01).  The loss was attributable to operating expense of $223,077 (2003: $119,470) and foreign exchange loss of $12,762 (2003: nil).

During the quarter we incurred $7,489 (2003: nil) in Business Development, $528 (2003: $276) in depreciation and amortization, $37,417 (2003: $10,084) in consulting fees, $13,774 (2003: nil) in equity in operations of joint ventures, $22,421 (2003: $63,749)  in exploration expense, $3,127 (2003: $5,376) in filing fees, $8,561 (2003: $2,302) in general and administrative expenses, $5,808 (2003: $5,446) in management fees, $37,938 (2003: $22,107) in professional fees, $10,960 (2003: $6,535) in rent, and $40,197 (2003: nil) in travel and conference.

Business development relates to expense incurred in establishing business contacts in China.  Consulting fees increased as we accrued fees to a director for his work on an SB-2 registration with the SEC.  Exploration expense decreased as we focused our efforts on acquiring the China properties.  The majority of the exploration expense relates to work performed on the Blue Mountain Property.  This work included mapping, sampling, data compilation and claims fees.  Exploration expense also includes costs related to area reconnaissance work.  The exploration expenses related to Blue Mountain was as follows: $2,156 in geologist fees and $20,515 in staking fees. General and administrative expense increased due to increased activities associated with acquiring new properties in China.  Management fees were constant as the monthly charge is approximately $1,675 per month. Professional fees increased as we incurred legal fees to draft the agreements in China and also to file an SB-2 registration statement with the SEC.  Travel fees increased due to travel to, and within China.

Three-month period ended September 30, 2003

We incurred a net loss of $119,470 for the three-month period ended September 30, 2003, resulting in a loss per share of $0.01.  The loss was attributable to operating expenses of $119,470.

During the period we incurred $276 in depreciation and amortization, $10,084 in consulting fees, $63,749 in exploration expense, $5,376 in filing fees, $2,302 in general and administrative expenses, $5,446 in management fees, $22,107 in professional fees and $6,535 in rent.

Expenses increased over the prior year period due to the increased activities as we enter the mining business.  Professional fees increased due to increased filing and reporting activities.  Management fees decreased due to a reduction in the monthly charge to approximately $1,675 per month.  Consulting expense increased as we contracted geologists, including a director, to perform certain exploration activities.  Exploration expense consists of monies spent on the due diligence of several prospective exploration properties including the Blue Mountain property.

Nine-month period ended September 30, 2004

We incurred a net loss of $653,711 (2003: $321,791) for the nine-month period ended September 30, 2004, resulting in a loss per share of $0.05 (2003: $0.03).  The loss was attributable to operating expenses of $635,367 (2003: $321,791), and foreign exchange loss of $18,344 (2003: nil).





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During the period we incurred $7,489 (2003: nil) in business development,  $1,104 (2003: 997) in depreciation and amortization, $144,390 (2003: 38,376) in consulting fees, $13,774 (2003: nil) in equity in operations of joint ventures, $113,178 (2003: 128,272) in exploration expense, $10,774 (2003: 20,059) in filing fees, $28,507 (2003: 20,797) in general and administrative expenses, $16,953 (2003: 15,784) in management fees, and $99,301 (2003: 72,020) in professional fees, $25,439 (2003: $18,941) in rent,  $1,075 (2003: nil) in organization expense and $128,491 (2003: nil) in travel and conference.

Expenses increased over the prior year period due to the increased activities as we enter the mining business.  Business development relates to expenses incurred in establishing business contacts in China.  Consulting fees increased as we contracted several geologists, including a director, to perform certain exploration activities.  We also retained the services of director Kit Lee.  We agreed to compensate Mr. Lee retro-active to November 2003 as this is when he began his efforts to acquire properties in China.  Mr. Lee will be focused on property generation as well as assisting in exploration.  We have also accrued consulting fees for work performed on an SB-2 registration with the SEC. The majority of the exploration expense related to work performed on our Blue Mountain Property.  This work included mapping, sampling, data compilation and claims fees.  Also included in exploration expense are staking fees on the NBM and LS Properties (see our 2003 10KSB for further information on the properties), which were acquired during the nine-month period ended September 30, 2004.  Exploration expense also includes costs related to area reconnaissance work.  The exploration expenses related to Blue Mountain was as follows: $51,750 in geologist fees and $48,880 in staking fees.  Management fees were constant as the monthly charge is approximately $1,675 per month.  Professional fees increased as we incurred legal fees in preparing an SB-2 registration statement, as well as to draft the joint-venture agreements in China.  Travel fees increased due to travel to, and within China.

Nine-month period ended September 30, 2003

We incurred a net loss of $321,791 for the nine-month period ended September 30, 2003, resulting in a loss per share of $0.03.  The loss was attributable to operating expenses of $321,791.

During the period we incurred consulting fees of $38,376 and $997 in depreciation and amortization, $18,941 in rent, 6,545 in marketing and promotion, $20,059 in filing fees, $15,784 in management fees, $20,797 in general and administrative expenses $128,272 in exploration expense and $72,020 in professional fees.  Expenses increased over the prior year period due to the increased activity resulting from our entering the mining business.  We spent $128,272 on exploration activity compared to nil in the previous year's period as we entered the mining business during the year.  Professional fees increased due to increased filing and reporting activities due to our entering the mining business.  Fees also increased due to our legal work involved in preparing a SB-2 registration statement.  Management fees decreased due to a reduction in the monthly charge to approximately $1,675 per month.  Consulting expense increased due as we contracted geologists, including a director of the company, to perform certain exploration activities.  Exploration expense consists of monies spent on the due diligence of several prospective exploration properties including the Blue Mountain property.





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Period of inception of the mining business, January 20, 2003 to September 30, 2004

We incurred a net loss of $1,120,399 for the period of inception to September 30, 2004, resulting in a loss per share of $0.09.  The loss was attributable to operating expenses of $1,096,936 and foreign exchange loss of $23,463.

During the period we incurred $7,489 in business development, $2,288 in depreciation and amortization, $214,815 in consulting fees, $13,774 in equity in operations of joint ventures, $316,095 in exploration expense, $31,911 in filing fees, $59,701 in general and administrative expenses, $37,424 in management fees, $1,075 in organization expense, $179,997 in professional fees, $50,004 in rent and $128,491 in travel expense.

Expenses increased over the prior year period due to the increased activities as we enter the mining business.  Business development relates to expenses incurred in establishing business contacts in China.  Consulting fees increased as we contracted several geologists, including a director, to perform certain exploration activities.  We also retained the services of director Kit Lee.  We agreed to compensate Mr. Lee retro-active to November 2003 as this is when he began his efforts to acquire properties in China.  Mr. Lee will be focused on property generation as well as assisting in exploration.  The majority of the exploration expense related to work performed on our Blue Mountain Property.  This work included mapping, sampling, data compilation and claims fees.  Also included in exploration expense are staking fees on the NBM and LS Properties (see our 2003 10KSB for further information on the properties), which were acquired during the nine-month period ended September 30, 2004.  Exploration expense also includes costs related to area reconnaissance work.  The exploration expenses related to Blue Mountain was as follows:  $119,781 in geologist fees.  We also spent $127,736 in staking fees.  General and Administrative expense increase as supporting activities increased including office and communication expense.  Management fees were constant as the monthly charge is approximately $1,675 per month.   Professional fees increased as we incurred legal fees in preparing a SB-2 registration statement, as well as to draft the joint-venture agreements in China and also to file an SB-2 registration statement with the SEC.  Travel fees increased due to travel to, and within China.

Balance Sheets

Total cash and cash equivalents as at September 30, 2004 and December 31, 2003, were respectively, $39,934 and $11,483.  Working capital as at September 30, 2004, and December 31, 2003, were respectively, $(279,013) and $(40,024).

The decrease in working capital between September 30, 2004 and December 31, 2003 was primarily attributable to operating expenses of $635,367, offset by advances from related parties.  No revenue was generated during the period.

Total share capital as at September 30, 2004 and December 31, 2003, was respectively, $5,615,926 and $5,068,305.  Total shares outstanding as at September 30, 2004 and December 31, 2003, was respectively, 17,004,863 and 12,441,946.





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Current Capital Resources and Liquidity

Our capital resources have been limited.  We currently do not, and will not, generate revenue for business operations, and to date have relied on the sale of equity and related party loans for cash required for our operations.  There can be no assurances that any outstanding share purchase warrants will be exercised.

We have filed an SB-2 registration statement and are attempting to raise up to $2,700,000 which funds would be directed towards our mining operations.  We have raised no funds to date on this offering.  There can be no assurances that we can obtain future additional financing on terms reasonably acceptable to us or at all.  The lack of capital may force us to curtail our operating activities and potential investment activities.

We do not currently have any commitments for material capital expenditures over the near or long term, and none are presently contemplated over normal operating requirements.

























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ITEM 3.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have established and are currently maintaining disclosure controls and procedures for our company.  The disclosure controls and procedures have been designed to ensure that material information relating to our Company is made known to them as soon as it is known by others within our Company.  Our Chief Executive Officer and Chief Financial Officer conduct an update and a review and evaluation of the effectiveness of the Company's disclosure controls and procedures and have concluded, based on their evaluation within 90 days of the filing of this Report, that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934.

Changes in Internal Controls

There were no significant changes in our internal controls or, to our knowledge, in other factors that could significantly affect our disclosure controls and procedures subsequent to the date our company carried out this evaluation.

























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PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K



|(a) | Exhibits | Item Description                                                                                                                                                  
|--- | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 31.1     | Certification of Principal Executive Officer pursuant to Rule 13a-15(e) and Rule 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
|    | 31.2     | Certification of Principal Financial Officer pursuant to Rule 13a-15(e) and Rule 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
|    | 32.1     | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).                 
|    | 32.2     | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).                 

(b)  Reports on Form 8-K

Two reports on Form 8-K were filed during and subsequent to the quarter ended September 30, 2004 relating to events that occurred during the quarter.

On July 9, 2004 we reported that:

Tim Searcy has agreed to join the Board of Directors and has accepted the appointment as President and Chief Executive Officer.

On July 9, 2004 we also reported that:

Paul Visosky has accepted the appointment as Corporate Secretary.













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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date this 12th day of November, 2004.



| | LUNA GOLD CORP.
| | ---------------
| |                
| | By:            
| |                
| |                
| | By:            
| |                



















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