SecProbe.io

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							May 10, 2005

via U.S. mail and facsimile

Mr. Marcel de Groot
Principal Financial Officer
Luna Gold Corp.
475 West Georgia Street
Suite 920
Vancouver, British Columbia, Canada V6B 4M9

	Re:	Luna Gold Corp.
		Form 10-KSB for the fiscal year ended December 31, 2004
		File No. 333-41516

Dear de Groot:

      We have reviewed the above filing and have the following
comments.  Our review has been limited to the areas identified
below.
Please provide us a response to the comments below and comply with
the comments in future filings .  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.

Form 10-KSB, filed April 14, 2005

Financial Statements, page 33

Report of Independent Registered Public Accounting Firm, page 35

1. We note your audit report was signed by an audit firm based in
Vancouver, Canada.  Please tell us how you concluded that it is
appropriate to have an audit report issued by an auditor licensed
outside the United States.  In accordance with Article 2 of
Regulation S-X, we believe that the audit report of a registrant
(that is not a foreign private issuer) should ordinarily be
rendered
by an auditor licensed in the United States.  Further guidance may
be
found in Section 5.K of the "International Reporting and
Disclosure
Issues in the Division of Corporation Finance" on our website at
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
#P4
42_69217.  In addition, please tell us whether your management and
accounting records are located in the United States or Canada as
well
as where the majority of the audit work is conducted.

Significant Accounting Policies, page 40

(a) Basis of Presentation, page 40

2. Explain to us why you refer to Canadian generally accepted
accounting principles when the financial statements presented in
the
Form 10-KSB are prepared in accordance with U.S. generally
accepted
accounting principles.  In addition, you refer to Note 10 for
further
explanation of the measurement differences between these two
accounting principles; however, Note 10 discusses subsequent
events.
Please remove this disclosure in future filings or explain to us
its
relevance.

3. In future filings, remove the statement, "In the opinion of
management, these financial statements reflect all adjustments
considered necessary for a fair presentation of the financial
position as of December 31, 2004 and 2003 and the results of
operations and cash flows for the years ended December 31 2004 and
2003 and the period from January 20, 2003 to December 31, 2004,"
or
explain to us its relevance.

(f) Stock options and stock-based compensation, page 42

4. Please note paragraph 45 of SFAS 123 was amended by SFAS 148.
In
future filings, revise your presentation to comply fully with
disclosure requirements of SFAS 148.  Refer to Illustration 6 in
Appendix B of SFAS 148 for an example of the required tabular
presentation.

Stockholders` Equity, page 47

	(b) Stock options and stock-based compensation, page 48

5. In future filings expand your disclosures related to stock
options
to comply fully with the disclosure requirements of SFAS 123.
Specifically, it does not appear you have provided all the
disclosures outlined in paragraph 48 of SFAS 123 in your current
financial statements.

Closing Comments

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your responses to our comments
and
provide any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your responses to our
comments.

      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 the company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a 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 our review of your filings or
in
response to our comments on your filings.

      You may contact Jenifer Gallagher at (202) 942-1923 if you
have
any questions regarding the comments.  Direct questions relating
to
all other disclosure issues to the undersigned at (202) 942-1870.
Direct all correspondence to the following ZIP code: 20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director
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Mr. Marcel de Groot
Luna Gold Corp.
May 10, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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