SecProbe.io

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	August 13, 2004

via U.S. mail 	via facsimile
Tim Searcy	Conrad Lysiak, Esq.
President and CEO	509.747.1770
Luna Gold Corp.
777 Dunsmuir Street, Suite 1600
Vancouver, British Columbia
Canada V7Y 1K4

	Re:	Luna Gold Corp.
		Form SB-2
		File No. 333-117893
		Filed August 3, 2004

Dear Mr. Searcy:

      We have conducted a limited review of your Form SB-2 and
have
the following comments.  Where indicated, we think you should
revise
your document in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Summary of Our Offering, page 5

	Concurrent offering by warrant holders and selling
shareholders,
page 5

1. To the extent applicable, disclose in this section those
officers
and directors that are participating in the concurrent offering.
Discuss the resulting conflict of interest and what mechanisms, if
any, that you have put in place to address this issue.

Plan of Distribution; Terms of the Offering, page 16

2. In your discussion of Rule 3a4-1, you refer to "Paragraphs
(a)(4)(i) or (a)(4)(iii)" without providing a related discussion
of
those provisions.  A reader should be able to read your disclosure
without having to look outside the registration statement for an
understanding of the applicable Exchange Act rules.  Revise
accordingly.

Closing Comments

      Please file a revised registration statement in response to
these comments.  Mark the amended materials to show all changes
made
to the document, whether in response to our comments or otherwise.
Provide a cover letter that correlates your responses to our
comments.

	No other review of the registration statement has been or
will
be made.  We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filings reviewed by the
staff
to be certain that they have provided all information investors
require for an informed decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.  You are also reminded to consider
applicable requirements regarding distribution of the preliminary
prospectus.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

Direct questions to Perry Hindin at (202) 942-2822 or, in his
absence, to the undersigned at (202) 942-1870.  Please send all
correspondence to us at the following ZIP code:  20549-0405.

	Sincerely,

	H. Roger Schwall
	Assistant Director

cc:	Perry Hindin, Esq.

Luna Gold Corp.
August 13, 2004
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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