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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 endedMarch 31, 2005
|------ | ------------------------------------------------------------------------------------------------------------------------------
|       | 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.(Exact name of small business issuer as specified in its charter)



|Wyoming                                                        |  | 98-0226032                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (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 April 28, 2005:  24,572,698

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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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| |  | Consolidated Financial Statements                       
| |  | --------------------------------------------------------
|
| |  | LUNA GOLD CORP.                                         
| |  | (Expressed in United States dollars)                    
|
| |  | Three-month period ended March 31, 2005 and 2004        
| |  | Period from January 20, 2003 (inception of new business)
| |  | to March 31, 2005                                       

















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LUNA GOLD CORP.Consolidated Balance Sheets
(Expressed in United States dollars)

Unaudited  -  Prepared by Management



---

|                                                                                                                                          |   | March31, 2005
(unaudited) |  | December 31,
2004
|----------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------------- |  | -----------------
|Assets                                                                                                                                    |   |                           |  |                  
|Current assets:                                                                                                                           |   |                           |  |                  
|Cash and cash equivalents                                                                                                                 | $ | 687,691                   |  | 1,497,859        
|Accounts receivable                                                                                                                       |   | 8,285                     |  | 11,435           
|Related party receivables                                                                                                                 |   | 150,000                   |  | --               
|Prepaid expenses                                                                                                                          |   | 5,000                     |  | 6,023            
|                                                                                                                                          |   |                           |  |                  
|Total current assets                                                                                                                      |   | 850,976                   |  | 1,515,317        
|Equipment                                                                                                                                 |   | 3,966                     |  | 4,788            
|                                                                                                                                          |   |                           |  |                  
|Investment in resource properties joint ventures (note 2(h))                                                                              |   | 617,816                   |  | 251,197          
|                                                                                                                                          |   |                           |  |                  
|Total assets                                                                                                                              | $ | 1,472,758                 |  | 1,771,302        
|Liabilities and stockholders' deficiency                                                                                                  |   |                           |  |                  
|Current liabilities:                                                                                                                      |   |                           |  |                  
|Accounts payable and accrued liabilities                                                                                                  | $ | 55,772                    |  | 62,192           
|Note payable                                                                                                                              |   | --                        |  | 49,997           
|Payables to related parties (note 5)                                                                                                      |   | 45,324                    |  | 576,523          
|Total current liabilities                                                                                                                 |   | 101,096                   |  | 688,712          
|                                                                                                                                          |   |                           |  |                  
|Subscriptions received in advance of share offering                                                                                       |   | --                        |  | 1,639,065        
|                                                                                                                                          |   |                           |  |                  
|Total liabilities                                                                                                                         |   | 101,096                   |  | 2,327,777        
|                                                                                                                                          |   |                           |  |                  
|Stockholders' equity (deficiency):                                                                                                        |   |                           |  |                  
|Common stock, no par value, unlimited authorized shares; issued 24,572,698
At March 31, 2005 and 17,004,863 at December 31, 2004 (note 4) |   | 7,899,276                 |  | 5,628,926        
|Additional paid-in capital                                                                                                                |   | 182,746                   |  | 182,746          
|Deficit before inception of new business                                                                                                  |   | (4,796,115)               |  | (4,796,115)      
|Deficit accumulated since inception of new business                                                                                       |   | (1,891,565)               |  | (1,542,432)      
|Accumulated other comprehensive income:
Cumulative translation adjustment                                                                 |   | (22,680)                  |  | (29,600)         
|Total stockholder's deficiency                                                                                                            |   | 1,371,662                 |  | (556,475)        
|Total liabilities and stockholders' equity                                                                                                | $ | 1,472,758                 |  | 1,771,302        

The accompanying notes are an integral part of these financial statements

Approved on behalf of the Board:



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



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LUNA GOLD CORP.Consolidated Statements of Operations(Expressed in United States dollars)

Unaudited  -  Prepared by Management



|                                                                         |   | Three month period
ended March 31, |  | Period from 
January 20/03 (inception of new business) to March 31, 2005
|------------------------------------------------------------------------ | - | ---------------------------------- |  | ------------------------------------------------------------------------
|                                                                         |   | 2005                               |  | 2004                                                                    
|                                                                         |   |                                    |  |                                                                         
|                                                                         |   |                                    |  |                                                                         
|Operating expenses:                                                      |   |                                    |  |                                                                         
|Business development                                                     | $ | --                                 |  | --                                                                      
|Consulting fees                                                          |   | 35,503                             |  | 14,123                                                                  
|Depreciation and amortization                                            |   | 782                                |  | 294                                                                     
|Equity in loss from operation of resource
Properties joint ventures      |   | 181,023                            |  | --                                                                      
|Exploration expense                                                      |   | 49,628                             |  | 75,215                                                                  
|Filing fees                                                              |   | 18,561                             |  | 2,682                                                                   
|General and administrative                                               |   | 9,167                              |  | 5,172                                                                   
|Investor relations                                                       |   | 1,027                              |  | --                                                                      
|Management fees to related parties (note 5)                              |   | 6,115                              |  | 5,689                                                                   
|Marketing and promotion                                                  |   | 2,306                              |  | --                                                                      
|Organization expense                                                     |   | --                                 |  | --                                                                      
|Professional fees                                                        |   | 25,215                             |  | 15,865                                                                  
|Rent                                                                     |   | 3,587                              |  | 6,827                                                                   
|Travel and conference                                                    |   | 11,392                             |  | --                                                                      
|Wages and benefits                                                       |   | 19,591                             |  | --                                                                      
|Total Expenses                                                           |   | 363,897                            |  | 125,867                                                                 
|                                                                         |   |                                    |  |                                                                         
|Loss from operations                                                     |   | (363,897)                          |  | (125,867)                                                               
|Foreign exchange gain (loss)                                             |   | 16,493                             |  | --                                                                      
|Interest expense                                                         |   | (1,729)                            |  | --                                                                      
|Net loss for the period                                                  | $ | (349,133)                          |  | (125,867)                                                               
|                                                                         |   |                                    |  |                                                                         
|Loss per common share, basic and diluted                                 | $ | (0.02)                             |  | (0.01)                                                                  
|                                                                         |   |                                    |  |                                                                         
|Weighted average number of 
common shares outstanding: basic and diluted |   | 23,059,131                         |  | 12,491,946                                                              

The accompanying notes are an integral part of these financial statements



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LUNA GOLD CORP.Consolidated Statements of Stockholders' Equity (Deficiency)(Expressed in United States dollars)

Unaudited - Prepared by Management



---

|                                                                                            | Common Shares | Additional
Paid-In | Deficit accumulated
Prior to
Inception of New Business
|------------------------------------------------------------------------------------------- | ------------- | ------------------ | ------------------------------------------------------
|                                                                                            | Shares        | Amount             | Capital                                               
|Balance, December 31, 2003                                                                  | 12,441,946    | $                  | 5,068,305                                             
|                                                                                            |               |                    |                                                       
|Issuance of common stock on exercise of warrants issued on August 8, 2003 private placement | 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 on
August 8, 2004                                  | 50,000        |                    | 13,000                                                
|Adjustment to cumulative translation account                                                | --            |                    | --                                                    
|                                                                                            |               |                    |                                                       
|Balance, December 31, 2004                                                                  | 17,004,863    | $                  | 5,628,926                                             
|                                                                                            |               |                    |                                                       
|Issuance of common stock on January 19, 2005 private placement (Note 4(d))                  | 7,567,835     |                    | 2,270,350                                             
|Balance, March 31, 2005                                                                     | 24,572,698    | $                  | 7,899,276                                             



---

|                                                                                            | Deficit Accumulated
Since Inception of New Business | Cumulative
Translation
Adjustment | Total
Stockholders' Equity
(Deficiency) | Comprehensive
Income
(Loss)
|------------------------------------------------------------------------------------------- | --------------------------------------------------- | --------------------------------- | --------------------------------------- | ---------------------------
|Balance, December 31, 2003                                                                  | $                                                   | (466,688)                         | $                                       | (25,264)                   
|                                                                                            |                                                     |                                   |                                         |                            
|Loss for the period                                                                         |                                                     | (1,075,744)                       |                                         | --                         
|Issuance of common stock on exercise of warrants issued on August 8, 2003 private placement |                                                     | --                                |                                         | --                         
|Issuance of common stock on exercise of warrants on June 30, 2004                           |                                                     | --                                |                                         | --                         
|Issuance of common stock for exploration on 
August 8, 2004                                 |                                                     | --                                |                                         | --                         
|Adjustment to cumulative translation account                                                |                                                     | --                                |                                         | (4,336)                    
|Balance, December 31, 2004                                                                  | $                                                   | (1,542,432)                       | $                                       | (29,600)                   
|                                                                                            |                                                     |                                   |                                         |                            
|Loss for the period                                                                         |                                                     | (349,133)                         |                                         | --                         
|Issuance of common stock on January 19, 2005 private placement (Note 4(d))                  |                                                     | --                                |                                         | --                         
|Adjustment to cumulative translation account                                                |                                                     | --                                |                                         | 6,920                      
|Balance, March 31, 2005                                                                     | $                                                   | (1,891,565)                       | $                                       | (22,680)                   

The accompanying notes are an integral part of these financial statements



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LUNA GOLD CORP.Consolidated Statements of Cash Flows(Expressed in United States dollars)

Unaudited  -  Prepared by Management



|                                                                              |   | Three Months period
Ended March 31, | Period from
January 20, 2003 (inception of new business) to March 31,
|----------------------------------------------------------------------------- | - | ----------------------------------- | ---------------------------------------------------------------------
|                                                                              |   | 2005                                |                                                                      
|Cash flow from operating activities:                                          |   |                                     |                                                                      
|Net loss                                                                      | $ | (349,133)                           |                                                                      
|Items not affecting cash:                                                     |   |                                     |                                                                      
|Depreciation and amortization                                                 |   | 782                                 |                                                                      
|Issuance of shares for exploration                                            |   | --                                  |                                                                      
|Equity in loss from operations                                                |   | 181,023                             |                                                                      
|Changes in operating assets and liabilities:                                  |   |                                     |                                                                      
|Accounts receivable                                                           |   | 3,150                               |                                                                      
|Related party receivable                                                      |   | (150,000)                           |                                                                      
|Prepaid expenses                                                              |   | 1,023                               |                                                                      
|Accounts payable and accrued liabilities                                      |   | (6,419)                             |                                                                      
|Note payable                                                                  |   | (49,997)                            |                                                                      
|Net cash used in operating activities                                         |   | (369,571)                           |                                                                      
|Cash flow from investing activities:                                          |   |                                     |                                                                      
|Purchase/disposal of equipment                                                |   | --                                  |                                                                      
|Investment in resource properties
joint ventures                              |   | (552,066)                           |                                                                      
|Net cash used in investing activities                                         |   | (552,066)                           |                                                                      
|Cash flow from financing activities:                                          |   |                                     |                                                                      
|Payable to related parties                                                    |   | (531,199)                           |                                                                      
|Proceeds from issuance of shares for cash                                     |   | 631,285                             |                                                                      
|Proceeds from exercise of warrants                                            |   | --                                  |                                                                      
|Net cash provided by financing activities                                     |   | 100,086                             |                                                                      
|                                                                              |   |                                     |                                                                      
|Increase (decrease) in cash and cash equivalents                              |   | (821,551)                           |                                                                      
|Effect of exchange rate changes on foreign currency denominated cash balances |   | 11,383                              |                                                                      
|Cash and cash equivalents, beg. of period                                     |   | 1,497,859                           |                                                                      
|Cash and cash equivalents, end of period                                      | $ | 687,691                             |                                                                      
|Supplemental disclosure:                                                      |   |                                     |                                                                      
|Interest paid (received) net                                                  | $ | 1,729                               |                                                                      
|Income taxes                                                                  |   | --                                  |                                                                      
|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                                      
|                                                                          
|Three-month period ended March 31, 2005 and 2004                          
|Period from January 20, 2003 (inception of new business) to March 31, 2005

1. Nature of Operations:
2. Significant Accounting Policies:



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1. Significant Accounting Policies (Cont'd):
2. 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.

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1. Mining Property Interests (Cont'd):
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 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)     Red Rock (formerly LS Property)
On March 4, 2004, the Company acquired an option on the Red Rock 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.  The Company made an initial $5,000 payment upon execution of the agreement dated February 27, 2004, and would, at the Company's option, make further cash payments totaling $1,400,000 over a 15 year period.



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The schedule of payments and work commitments is as follows:



|Due Date                  | Cash Payment | Work Commitment
|------------------------- | ------------ | ---------------
|On execution of Agreement | $            | 5,000 (PAID)   
|By Yr. 1 Anniversary      | $            | 15,000 (PAID)  
|By Yr. 2 Anniversary      | $            | 25,000         
|By Yr. 3 Anniversary      | $            | 50,000         
|By Yr. 4 Anniversary      | $            | 155,000        
|By Yr. 5 Anniversary      | $            | 250,000        
|By Yr. 6 Anniversary      | $            | 250,000        
|By Yr. 7 Anniversary      | $            | 250,000        
|Each of Yrs. 8 to 15      | $            | 50,000         
|TOTAL                     | $            | 1,400,000      

(c)     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 which it established a Sino-Foreign co-operative joint venture company in the Yunnan Province, PRC.

The joint venture company 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 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.

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



| | Due Date             | Investment
| | -------------------- | ----------
| | By Yr. 1 Anniversary | $         
| | By Yr. 2 Anniversary |           
| | By Yr. 3 Anniversary |           
| | Total:               | $         

As at March 31, 2005, the Company has invested $562,708 into the project.



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1. Mining Property Interests (Cont'd):



|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 

As at March 31, 2005, the Company has invested $435,080 into the project.

1. Stockholders' Equity:



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1. Stockholders' Equity (Cont'd):



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|                                 | 2005      | 2004                           
|-------------------------------- | --------- | -------------------------------
|                                 | Options   | Weighted average
exercise price
|Outstanding, beginning of period | 1,860,000 | $                              
|Granted                          | --        |                                
|Exercised                        | --        |                                
|Expired/cancelled                | --        |                                
|Outstanding, end of period       | 1,860,000 | $                              
|Options exercisable              | 1,590,000 | $                              

(c)     Warrants:

As at March 31, 2005, 8,596,585 warrants were outstanding, of which, 1,028,750 expire on August 8, 2005 and the balance of 7,567,835 expire on January 18, 2007.  Each warrant is convertible into one common share and exercisable at $0.30 and $0.50 respectively.

(d)     Private Placement:

On January 19, 2005, the Company closed a private placement of 7,567,835 units at a price of $0.30 per unit for a total of $2,270,350. Each unit consisting of one (1) common share and one (1) share purchase warrant, each warrant entitling the holder to purchase one (1) additional common share at a price of US$0.50 per share on or before January 18, 2007.

The shares, the warrants and any shares issued on exercise of the warrants will be subject to a hold period expiring on May 19, 2005.

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").  The units were registered under the Act. The private placement received approval from the TSX Venture Exchange. The announcement was made in accordance with TSX Policy 4.1.



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1. Related Party Transactions:

|(a) | During the three-month period ended March 31, 2005, the Company paid or accrued, geological consulting fees of $30,000 (2004 - $30,000) to a director.  The consulting fees are in the normal course of operations and are recorded at their exchange amount which is the price agreed to between the Company and the director.                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | The Company was paid by Pathway Capital Ltd. (Pathway), a company with two common directors, CAD $2,500 per month in consideration for which Pathway provided 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.

Total fees paid to Pathway during the three-months ended March 31, 2005 were as follows:



|2005 | $ | 6,115
|---- | - | -----
|2004 |   | 5,689

In addition, Pathway charges the Company CAD $1,100 per month for rent and other administrative services on a cost recovery basis which totalled $10,750 (2004 - $0).

1. Financial Instruments and Risk Management:



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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 March 31, 2005, 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 March 31, 2005, for the period ended March 31, 2004 and for the period from the inception of our mining business as of January 20, 2003 to March 31, 2005 of $349,133, $125,867 and $1,891,565, respectively.  We did not earn any revenues during the period ended March 31, 2005 and the year ended December 31, 2004.

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 was successfully incorporated:



| | Due Date             | Investment
| | -------------------- | ----------
| | By Yr. 1 Anniversary | $         
| | By Yr. 2 Anniversary |           
| | By Yr. 3 Anniversary |           
| | Total:               | $         

As at March 31, 2005, the company has invested $562,708 into the project.

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.



- 17 -

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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 was 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 

As at March 31, 2005, the company has invested $435,080 into the project.

Red Rock (formerly LS Property)

On March 4, 2004, the Company acquired an option on the Red Rock 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.  The Company made an initial $5,000 payment upon execution of the agreement dated February 27, 2004, and would, at the Company's option, make further cash payments totaling $1,400,000 over a 15 year period.

The schedule of payments and work commitments is as follows:



|Due Date                  | Cash Payment | Work Commitment
|------------------------- | ------------ | ---------------
|On execution of Agreement | $            | 5,000 (PAID)   
|By Yr. 1 Anniversary      | $            | 15,000 (PAID)  
|By Yr. 2 Anniversary      | $            | 25,000         
|By Yr. 3 Anniversary      | $            | 50,000         
|By Yr. 4 Anniversary      | $            | 155,000        
|By Yr. 5 Anniversary      | $            | 250,000        
|By Yr. 6 Anniversary      | $            | 250,000        
|By Yr. 7 Anniversary      | $            | 250,000        
|Each of Yrs. 8 to 15      | $            | 50,000         
|TOTAL                     | $            | 1,400,000      



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NBM Property Option:

On March 4, 2004, the Company acquired an option on the NBM Property, and has 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.  The Company made an initial $5,000 payment upon execution of the agreement dated February 27, 2004, and could, at its option, make further cash payments totaling $1,400,000 over a 15 year period.  Additionally, the Company is 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.

The schedule of payments and work commitments is as follows:



|Due Date                  | Cash Payment | Work Commitment
|------------------------- | ------------ | ---------------
|On execution of Agreement | $            | 5,000 (PAID)   
|By Yr. 1 Anniversary      | $            | 15,000         
|By Yr. 2 Anniversary      | $            | 20,000         
|By Yr. 3 Anniversary      | $            | 50,000         
|By Yr. 4 Anniversary      | $            | 160,000        
|By Yr. 5 Anniversary      | $            | 250,000        
|By Yr. 6 Anniversary      | $            | 250,000        
|By Yr. 7 Anniversary      | $            | 250,000        
|Each of Yrs. 8 to 15      | $            | 50,000         
|TOTAL                     | $            | 1,400,000      

During the quarter ended March 31, 2005, the Company substantially completed the minimum one year work program of $10,000 and opted to abandon this property option.

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:



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|Blue Mountain Project | $ | 15,000 
|--------------------- | - | -------
|Red Rock Project      |   | 50,000 
|Gongguo Project       |   | 350,000
|Dongchuan Project     |   | 390,000
|                      | $ | 805,000

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 periods ended March 31, 2005 and 2004, and the period from January 20, 2003 (being the date of inception of our new business) to March 31, 2005.



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Three-month period ended March 31, 2005

We incurred a net loss of $349,133 for the three-month period ended March 31, 2005, resulting in a loss per share of $0.02.  The loss was attributable to operating expenses of $363,897, interest expense of $1,729 and a foreign exchange gain of $16,493.

During the period we incurred exploration expenses of $230,651 which consists of a $181,023 loss related to our joint ventures in China and $49,628 in other exploration expenses related to our Nevada properties and additional exploration in China.  We also incurred consulting fees of $35,503, $782 in depreciation and amortization, $18,561 in filing fees, $9,167 in general and administrative expenses, $6,115 in management fees, $25,215 in professional fees, $3,587 in rent, $11,392 in travel expenses and $19,591 in wages and benefits.  Expenses increased over the prior period due to our increased activities as we continue our exploration and acquisition activities in Nevada and China.

We spent $49,628 on exploration, not related to our Chinese joint ventures, compared to $75,215 in the previous year's quarter's period.  The majority of these exploration expenses relate to work performed on the Company's Red Rock property and additional exploration in China.  This work included mapping, sampling data compilation and claims fees.  These exploration expenses decreased, in part, as the company spent $10,623 and $18,336 in staking fees in the prior year's period on the NBM and Red Rock properties respectively.  They also decreased due to limited work being performed on our Blue Mountain and NBM properties, the latter of which the company abandoned its option during the quarter.  Also included in exploration expense are option fees totaling $15,000 relating to the Red Rock property which was acquired during the three-month period ended March 31, 2004.  The exploration expenses related to Red Rock are as follows:  $5,491 in geologist fees, $418 in graphics supplies and analysis, $2,090 in travel and transportation and $18,277 in claim and option fees.  Filing fees increased due to TSX fees relating to the closing of our private placement of 7,567,835 shares with total proceeds of $2,270,350 on January 19, 2005.  Professional fees also increased due to legal work involved in closing our private placement.  Travel expenses increased due to travel to our properties in Nevada and China.  Wages and benefits also increased over the prior year's quarter as the company hired a new Chief Executive Officer who joined the company in June 2004.  Consulting expense relates to contracted geologist fees, including a director of the company, to perform certain exploration activities.  Management fees were constant as the monthly charge is approximately $2,000 per month.

Three-month period ended March 31, 2004

We incurred a net loss of $125,867 for the three-month period ended March 31, 2004, resulting in a loss per share of $0.01.  The loss was attributable to operating expenses of $125,867 and interest expense of $28.



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During the period we incurred consulting fees of $14,123 and $294 in depreciation and amortization, $6,827 in rent, $2,682 in filing fees, $5,689 in management fees, $5,172 in general and administrative expenses $75,215 in exploration expense and $15,865 in professional fees.  Expenses increased over the prior year period due to the increased activity resulting from our entering the mining business.  We spent $75,215 on exploration activity compared to $11,710 in the previous year's period as we entered the mining business during the 2003 period.  The majority of the exploration expense relates to work performed on the Company's 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 2004 10-KSB for further information on the properties) which were acquired during the three-month period ended March 31, 2004.  Exploration expense also includes costs related to area reconnaissance work.  The exploration expenses related to Blue Mountain was as follows:  $38,920 in geologist fees, $2,529 in graphics supplies and analysis, and $4,807 in travel and transportation.  We also spent $10,623 and $18,336 in staking fee on NBM and LS claims respectively.  Fees also increased due to our legal work involved in preparing a SB-2 registration statement.  Management fees were constant as the monthly charge is approximately $1,675 per month.  Consulting expense relates to contracted geologist fees, including a director of the company, to perform certain exploration activities.  General and administrative expenses decreased by $1,898 due to the decreased expenditures in office expenses.

Period of inception of the mining business, January 20, 2003 to March 31, 2005

We incurred a net loss of $1,891,565 for the period of inception to March 31, 2005, resulting in a loss per share of $0.13.  The loss was attributable to operating expenses of $1,871,720, a foreign exchange loss of $18,116, and interest expense of $1,729.

Our inception period loss increased as we incurred exploration expenses of $230,651 which consists of a $181,023 loss related to our joint ventures in China and $49,628 in other exploration expenses related to our Nevada properties and additional exploration in China.  Our inception period loss also increased during the current quarter as we incurred consulting fees of $35,503, $782 in depreciation and amortization, $18,561 in filing fees, $9,167 in general and administrative expenses, $6,115 in management fees, $25,215 in professional fees, $3,587 in rent, $11,392 in travel expenses and $19,591 in wages and benefits.

Business development relates to expenses incurred in establishing business contacts in China.  Consulting fees relate to several geologists, including a director, who performed certain exploration activities.  We also retained the services of director Kit Lee.  Mr. Lee is focused on property generation as well as assisting in exploration.  Equity losses in operation of resource properties joint ventures relates to our share of losses relating to the operations of the joint venture projects in China. Exploration expenses are related to work performed on our Blue Mountain, Red Rock and NBM properties.  This work included mapping, sampling, data compilation, claims fees and costs related to area reconnaissance work.  Also included in exploration expense are staking fees on the Red Rock and NBM properties, which were acquired during year ended December 31, 2004 and the latter of which the company abandoned its option during the three-month period ending March 31, 2005.  The exploration expenses related to Blue Mountain was as follows:  $119,781 in geologist fees and $127,736 in staking fees.  Management fees are constant monthly charges of approximately $2,000 per



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month.  Professional fees were incurred in preparing and filing SB-2 registration statements with the SEC, drafting the joint-venture agreements in China, and fees associated with our private placements.  Travel fees were incurred due to travel to Nevada and China for project generation activities.  Wages and benefits also increased in our inception period as the company hired a new Chief Executive Officer who joined the company in June 2004.

Balance Sheets

Total cash and cash equivalents as at March 31, 2005 and December 31, 2004, were respectively, $687,691 and $1,497,859.  Working capital as at March 31, 2005, and December 31, 2004, were respectively, $749,880 and $826,605.

The decrease in working capital between March 31, 2005 and December 31, 2004 was primarily attributable to operating expenses of $363,897, further investment into our Chinese joint venture companies of $675,000 and repayment of payables, including amounts to related parties.  This decrease was offset by the closing of the private placement in the amount of $2,270,350.  A total of $1,639,065 of the private placement had already been collected at December 31, 2004 and was recognized as subscriptions received in advance of share offering.  No revenue was generated during the period.

Total share capital as at March 31, 2005 and December 31, 2004, was respectively, $7,899,276 and $5,628,926.  Total shares outstanding as at March 31, 2005 and December 31, 2004, were respectively, 24,572,698 and 17,004,863.

Current Capital Resources and Liquidity

Our capital resources have been limited.  We currently do not, and will not, generate revenue from business operations in the foreseeable future, 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.

On January 19, 2005, we closed a private placement of 7,567,835 units at a price of $0.30 per unit for total proceeds of $2,270,350.  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.

During 2004, we entered into leasing agreements with respect to office and equipment leases expiring in January 2007.  Arrangement has been made for Pathway Capital Ltd., a related party to manage and assume payment of these leases.  The company will reimburse Pathway based on estimated usage of office space and other equipments on a cost recovery basis.  The balance of the 2005 lease obligation for the office space is estimated to be $12,875.



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ITEM 3.     CONTROLS AND PROCEDURES

(a)     Evaluation of Disclosure Controls and Procedures:  Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

(b)     Changes in Internal Control over Financial Reporting:  There were no changes in the Company's internal control over financial reporting identified in connection with the Company evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness.

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-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|    | 31.2     | Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), 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

No reports were filed on Form 8-K during the three-month period ended March 31, 2005.



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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 11th day of May 2005.



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

















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