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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, 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.(Exact name of small business issuer as specified in its charter)



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

Suite 1600 - 777 Dunsmuir Street 
PO BOX 10425 
Vancouver, British Columbia 
Canada V7Y 1K4(Address of principal executive offices)

(604) 687-9931(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 20, 2004:  12,491,946

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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



|                                                                                                                                           |   | March 31, 2004
(unaudited) |   | December 31, 2003
|------------------------------------------------------------------------------------------------------------------------------------------ | - | -------------------------- | - | -----------------
|                                                                                                                                           |   |                            |   |                  
|Assets                                                                                                                                     |   |                            |   |                  
|                                                                                                                                           |   |                            |   |                  
|Current assets:                                                                                                                            |   |                            |   |                  
|Cash and cash equivalents                                                                                                                  | $ | 3,507                      | $ | 11,483           
|Amounts receivable                                                                                                                         |   | 3,608                      |   | 1,919            
|Prepaid expenses                                                                                                                           |   | 3,117                      |   | 11,507           
|                                                                                                                                           |   |                            |   |                  
|Total current assets                                                                                                                       |   | 10,232                     |   | 24,909           
|                                                                                                                                           |   |                            |   |                  
|Equipment                                                                                                                                  |   | 2,669                      |   | 3,008            
|                                                                                                                                           |   |                            |   |                  
|Total assets                                                                                                                               | $ | 12,901                     | $ | 24,917           
|Liabilities and Stockholders' Deficiency                                                                                                   |   |                            |   |                  
|Current liabilities:                                                                                                                       |   |                            |   |                  
|Accounts payable and accrued liabilities                                                                                                   | $ | 60,415                     | $ | 18,715           
|Payables to related parties (note 5)                                                                                                       |   | 115,503                    |   | 46,218           
|Total current liabilities                                                                                                                  |   | 175,918                    |   | 64,933           
|                                                                                                                                           |   |                            |   |                  
|Stockholders' equity (deficiency):                                                                                                         |   |                            |   |                  
|Common stock, no par value, unlimited authorized shares; issued 12,441,946 at March 31, 2004, and 12,441,946 at December 31, 2003 (note 4) |   | 5,068,305                  |   | 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)                                                                                |   | (592,555)                  |   | (466,688)        
|Accumulated other comprehensive income:
Cumulative translation adjustment                                                                  |   | (25,398)                   |   | (25,264)         
|                                                                                                                                           |   | (163,017)                  |   | (37,016)         
|Total liabilities and stockholders' equity (deficiency)                                                                                    | $ | 12,901                     | $ | 27,917           

The accompanying notes are an integral part of these financial statements

Approved on behalf of the Board:

|/s/ Marcel de Groot
Marcel de Groot, Director | /s/ David E. De Witt
David E. De Witt, 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 March 31, |   | Period from 
January 20/03 (inception of new business) to March 31, 2004
|------------------------------------------------------------------------- | - | ---------------------------------- | - | ------------------------------------------------------------------------
|                                                                          |   | 2004                               |   | 2003                                                                    
|                                                                          |   |                                    |   |                                                                         
|                                                                          |   |                                    |   |                                                                         
|Operating expenses:                                                       |   |                                    |   |                                                                         
|Depreciation and amortization                                             |   | 294                                |   | 346                                                                     
|Consulting fees                                                           |   | 14,123                             |   | 16,528                                                                  
|Marketing Expense                                                         |   | --                                 |   |                                                                         
|Exploration Expense                                                       |   | 75,215                             |   | 11,710                                                                  
|Filing fees                                                               |   | 2,654                              |   | 3,726                                                                   
|Investor relations                                                        |   | --                                 |   | --                                                                      
|Management fees to related parties (note 5)                               |   | 5,689                              |   | 4,966                                                                   
|General and administrative                                                |   | 5,172                              |   | 7,070                                                                   
|Professional fees                                                         |   | 15,865                             |   | 17,751                                                                  
|Rent                                                                      |   | 6,827                              |   | 5,959                                                                   
|Total Expenses                                                            |   | 125,839                            |   | 68,057                                                                  
|                                                                          |   |                                    |   |                                                                         
|Loss from operations                                                      |   | (125,839)                          |   | (68,057)                                                                
|Foreign exchange loss                                                     |   | --                                 |   | --                                                                      
|Interest income (expense), net                                            |   | (28)                               |   | --                                                                      
|Net loss for the period                                                   | $ | (125,867)                          | $ | (68,057)                                                                
|                                                                          |   |                                    |   |                                                                         
|Loss per common share, basic and diluted                                  | $ | (0.01)                             | $ | (0.01)                                                                  
|                                                                          |   |                                    |   |                                                                         
|Weighted average number of 
common shares outstanding:  basic and diluted |   | 12,491,946                         |   | 10,141,946                                                              











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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 New Business
|----------------------------------------------------------------------------------------------- | ------------- | ------------------ | ------------------------------------------------------
|                                                                                                | Shares        | Amount             | Capital                                               
|                                                                                                |               |                    |                                                       
|Balance, December 31, 2001                                                                      | 2,462,811     | $                  | 4,004,956                                             
|                                                                                                |               |                    |                                                       
|Issuance of common stock on Private Placement to employees (July 5, 2002 - $0.08 per share)     | 2,666,667     |                    | 209,520                                               
|                                                                                                |               |                    |                                                       
|Issuance of common stock on Private Placement to non-employees (July 5, 2002 - $0.08 per share) | 1,750,000     |                    | 137,497                                               
|                                                                                                |               |                    |                                                       
|Issuance of common stock for debt to non-employees (July 5, 2002 - $0.08 per share)             | 896,129       |                    | 70,409                                                
|                                                                                                |               |                    |                                                       
|Issuance of common stock for debt to employees (July 5, 2002 - $0.08 per share)                 | 2,366,339     |                    | 185,923                                               
|                                                                                                |               |                    |                                                       
|Loss for the period                                                                             | --            |                    | --                                                    
|Adjustment to cumulative translation account                                                    | --            |                    | --                                                    
|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                                                                             | --            |                    | --                                                    
|Adjustment to cumulative translation account                                                    | --            |                    | --                                                    
|Balance, March 31, 2004                                                                         | 12,441,946    | $                  | 5,068,305                                             

See accompanying notes to financial statements.













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|                                                                                                | Deficit Accumulated
Since Inception of New Business | Cumulative
Translation
Adjustment | Total
Stockholders'
Equity
(Deficiency) | Comprehensive
Income
(loss)
|----------------------------------------------------------------------------------------------- | --------------------------------------------------- | --------------------------------- | --------------------------------------- | ---------------------------
|Balance, December 31, 2001                                                                      |                                                     | --                                | $                                       | 1,072                      
|                                                                                                |                                                     |                                   |                                         |                            
|Issuance of common stock on Private Placement to employees (July 5, 2002 - $0.08 per share)     |                                                     | --                                |                                         | --                         
|                                                                                                |                                                     |                                   |                                         |                            
|Issuance of common stock on Private Placement to non-employees (July 5, 2002 - $0.08 per share) |                                                     | --                                |                                         | --                         
|                                                                                                |                                                     |                                   |                                         |                            
|Issuance of common stock for debt to non-employees (July 5, 2002 - $0.08 per share)             |                                                     | --                                |                                         | --                         
|                                                                                                |                                                     |                                   |                                         |                            
|Issuance of common stock for debt to employees (July 5, 2002 - $0.08 per share)                 |                                                     | --                                |                                         | --                         
|                                                                                                |                                                     |                                   |                                         |                            
|Loss for the period                                                                             |                                                     | --                                |                                         | --                         
|                                                                                                |                                                     |                                   |                                         |                            
|Adjustment to cumulative translation account                                                    |                                                     | --                                |                                         | (22,635)                   
|                                                                                                |                                                     |                                   |                                         |                            
|Balance, December 31, 2002                                                                      |                                                     | --                                |                                         | (21,563)                   
|                                                                                                |                                                     |                                   |                                         |                            
|Loss for the period                                                                             |                                                     | (460,688)                         |                                         | --                         
|                                                                                                |                                                     |                                   |                                         |                            
|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                                                                             |                                                     | (125,867)                         |                                         | --                         
|Adjustment to cumulative translation account                                                    |                                                     | --                                |                                         | (134)                      
|Balance, March 31, 2004                                                                         | $                                                   | (592,555)                         | $                                       | (25,398)                   







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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 March 31, | Period from 
January 20, 2003 (inception of new business) to March 31,
|----------------------------------------------------------------------------- | - | ---------------------------------- | ----------------------------------------------------------------------
|                                                                              |   | 2004                               |                                                                       
|Cash flow from operating activities:                                          |   |                                    |                                                                       
|Net loss                                                                      | $ | (125,867)                          | $                                                                     
|Items not affecting cash:                                                     |   |                                    |                                                                       
|Depreciation and amortization                                                 |   | 294                                |                                                                       
|Issuance of shares for exploration                                            |   | --                                 |                                                                       
|                                                                              |   |                                    |                                                                       
|Changes in operating assets and liabilities:                                  |   |                                    |                                                                       
|Amounts receivable                                                            |   | (1,689)                            |                                                                       
|Prepaid expenses                                                              |   | 8,389                              |                                                                       
|Accounts payable and accrued liabilities                                      |   | 41,700                             |                                                                       
|Net cash used in operating activities                                         |   | (77,173)                           |                                                                       
|                                                                              |   |                                    |                                                                       
|Cash flow from investing activities:                                          |   |                                    |                                                                       
|Purchase/disposal of equipment                                                |   | --                                 |                                                                       
|Net cash used in investing activities                                         |   | --                                 |                                                                       
|                                                                              |   |                                    |                                                                       
|Cash flow from financing activities:                                          |   |                                    |                                                                       
|Payable to Related Parties                                                    |   | 69,285                             |                                                                       
|Proceeds from issuance of shares for cash                                     |   |                                    |                                                                       
|Proceeds from subscriptions received in advance of share offering             |   | --                                 |                                                                       
|Investment in subsidiary                                                      |   |                                    |                                                                       
|Net cash provided by financing activities                                     |   | 69,285                             |                                                                       
|                                                                              |   |                                    |                                                                       
|Increase (decrease) in cash and cash equivalents                              |   | (7,888)                            |                                                                       
|Effect of exchange rate changes on foreign currency denominated cash balances |   | (88)                               |                                                                       
|Cash and cash equivalents, beg. of period                                     |   | 11,483                             |                                                                       
|Cash and cash equivalents, end of period                                      | $ | 3,507                              | $                                                                     
|Supplemental disclosure:                                                      |   |                                    |                                                                       
|Interest paid (received) net                                                  |   | --                                 | $                                                                     
|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, 2004 and 2003
Period from January 20, 2003 (inception of new business) to March 31, 2004

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





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1. Significant Accounting Policies (Cont'd):



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



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1. Mining Property Interests (Cont'd):
2. Stockholders' Equity:





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1. Stockholders' Equity (Cont'd):







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1. Related Party Transactions:
2. Financial Instruments and Risk Management:
3. Canadian Generally Accepted Accounting Principles:



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1. Canadian Generally Accepted Accounting Principles (Cont'd):























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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, 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 March 31, 2004, for the period ended March 31, 2003 and for the period from the inception of our mining business as of January 20, 2003 to March 31, 2004 of $125,867, $68,057 and $592,555, respectively.  We did not earn any revenues during the period ended March 31,2004 and the year ended December 31, 2003.

During 2003 we refocused our efforts toward the mining business and optioned the right to acquire the Blue Mountain Project.  The acquisition of the property was approved by TSX Venture Exchange on August 8, 2003.  Our stock resumed trading following the approval.  See Note 3 of the financial statements contained in Item 1 for further details.  During 2003 we also closed a private placement in the amount of $450,000.  The proceeds of which are being used to perform work on the Blue Mountain Property, as described below, and for working capital purposes.  See Note 5 of the financial statements contained in Item 1 for further details.  We are presently in the exploration stage and there is no assurance that a commercially viable mineral deposit, a reserve, exits in our property until further exploration work is done and a comprehensive evaluation concludes economic and legal feasibility.

In January 2004 we filed an SB-2 registration in which we are offering up to a total of 3,000,000 shares of common stock on a self underwritten basis, 1,000,000 shares minimum, 3,000,000 shares maximum.  The offering price is $0.30 per share.  If the minimum number of shares is not sold within the 90 day period or 180 day period, if extended, we will promptly refund the escrowed subscription funds to you.  If at least 1,000,000 shares are sold within the 90 day period or 180 day period, if extended, all money received will be delivered to us and there will be no refunds.  We have opened an account at the Canadian Imperial Bank of Commerce which account will hold the funds until such time as the minimum number of shares has been sold.  The offering will be for a period of 90 days from the effective date of this registration statement and may be extended for an additional 90 days if we so choose to do so.We have no underwriter and as of April 20, 2004, we have not sold any shares of common stock to the public.  We have not sold any shares to the public because there are no shareholders willing to purchase our shares of common stock.

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.



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The majority of our exploration activity will focus on the Blue Mountain Property discussed in Item 1.  We have begun our exploration program and intend to proceed in the following phases:

Phase 1A began with research of the available geologic literature, personal interviews with geologists and others familiar with the property.  We have completed this phase of the exploration process on the property.  We have compiled available data from the previous 20 years of exploration work, performed by the aforementioned companies, in order to assemble a database.  We also secured additional land claims in the surrounding areas.

Phase 1A required about three months, and cost approximately $25,000.

Phase 1B involved the processing of existing geophysical data.  We also plan to run gravity and magnetics testing.  Geologic mapping and rock sampling work was also performed.  The objective of Phase 1A and 1B is to determine targets for drilling.

Phase 1B will take about four months and cost up to $34,000.  To date, about 60% of Phase 1B is complete.  The existing geophysical data has been re-processed and new geologic mapping and surface rock sampling was completed late in 2003.

Phase 2 will consist of the drilling of multiple exploration holes for a total footage of between 2,000 to 4,000 feet.  Phase 3 will only occur if suitable drill targets are identified.  We may attempt to interest another company in the property before, during or after Phase 3.

Phase 2 is expected to take about four months and would cost up to $117,000.

In addition to work performed on the Blue Mountain Property, 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.



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

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.

During the period we incurred consulting fees of $14,123 and $294 in depreciation and amortization, $6,827 in rent, $2,654 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 2003 10KSB 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.



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Three month period ended March 31, 2003

We incurred a net loss of $68,057 for the three-month period ended March 31, 2003, resulting in a loss per share of $0.01.  The loss was attributable to operating expenses of $68,057.

During the period we incurred consulting fees of $16,528 and $346 in depreciation and amortization, $5,959 in rent, $3,726 in filing fees, $4,966 in management fees, $7,070 in general and administrative expenses $11,710 in exploration expense and $17,751 in professional fees.  The exploration expenses included $9,218 in geologist fees, $1,281 in graphics supplies and analysis and $1,211 in travel and transportation.  Expenses increased over the prior year period due to the increased activity resulting from our entering 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 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.

Period of inception of the mining business, January 20, 2003 to March 31, 2004

We incurred a net loss of $592,555 for the period of inception to March 31, 2004, resulting in a loss per share of $0.05.  The loss was attributable to operating expenses of $587,408, interest expense of $28, and a foreign exchange loss of $5,119.

During the period we incurred consulting fees of $84,547 and $1,479 in depreciation and amortization, $31,393 in rent, $23,791 in filing fees, $26,161 in management fees, $36,366 in general and administrative expenses $78,132 in exploration expense and $96,559 in professional fees.  Expenses increased over the prior year period due to the increased activity resulting from our entering the mining business.  We spent $278,132 on exploration activity compared to nil in the period before we entered the mining business.  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.  Exploration expense also relate to costs of staking and acquiring the NBM and LS Properties.  Exploration expense additionally includes costs related to area reconnaissance work.  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 relate to a monthly charge of approximately $1,675 per month.  Consulting expense relates to contracted geologists, including a director of the company, to perform certain exploration activities.  General and administrative expenses increased as a result of the Company's increased activity.  These activities include increased travel, office and communications expense.

Balance Sheets

Total cash and cash equivalents as at March 31, 2004 and December 31, 2003 were, respectively, $3,507 and $11,483.  Working capital as at March 31, 2004 and December 31, 2003 were, respectively, $(165,686) and $(40,024).



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The decrease in working capital between March 31, 2004 and December 31, 2003 was attributable to operating expenses of $125,839, and an interest expense of $28.  No revenue was generated during the period.

Total share capital as at March 31, 2004 and December 31, 2003 was, respectively, $5,068,305 and $5,068,305.  Total shares outstanding as at March 31, 2004 and December 31, 2003 was respectively, 12,441,946 and 12,441,946.

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 $900,000 which funds would be directed towards our mining operations (see Public Offering contained in Item 5 for details).  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.

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-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, 2004.



















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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 7th day of May 2004.



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





















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