Prospectus 424 (b)(3)
Registration No. 333-41516

SELLING SECURITIES PROSPECTUS

LUNA GOLD CORP.
4,416,667 Class A Warrants
1,125,000 Class B Warrants
11,087,109 Shares of Common Stock

Our common stock is traded on the TSX Venture Exchange under the symbol "LGC.U" On January 16, 2004, the closing price of our common stock was $0.38.

We are registering for sale by warrantholders, 4,416,667 Class A Warrants and 4,416,667 shares of common stock underlying the Class A Warrants. One Class A Warrant and $0.12 will entitle a Class A Warrantholder to acquire one share of common stock. The Class A Warrants are exercisable until July 5, 2004, provided that the Class A Warrants are subject to an effective registration statement with the Securities and Exchange Commission.

We are also registering for sale by warrantholders, 1,250,000 Class B Warrants and 1,250,000 shares of common stock underlying the Class B Warrants all of which are presently outstanding. One Class B Warrant entitles a Class B Warrantholder to acquire one additional share of common stock at a price of $0.25 until August 8, 2004, and $0.30 until August 8, 2005. The Class B Warrants are exercisable until August 8, 2005 provided that the Class B Warrants are subject to an effective registration statement with the Securities and Exchange Commission.

Further, some of our shareholders are also selling shares of common stock in this offering. Our selling shareholders are selling 11,087,109 shares of common stock. We will not receive any proceeds from the shares sold by the selling shareholders.

Investing in our common stock involves risks. See "Risk Factors" starting at page 6.

		Offering Price		Expenses		Proceeds to Selling Shareholders
Per Share on Exercise of A Warrants	$	0.12	$	0	$	0
Total on Exercise of A Warrants	$	530,000	$	0	$	0
Per Share on Exercise of B Warrants	$	0.25	$	0	$	0
Total on Exercise of B Warrants	$	281,250	$	0	$	0
Per Share to Selling Shareholders	$	0.25	$	0	$	0.25
Total to Selling Shareholders	$	2,796,778	$	0	$	2,796,778

The date of this prospectus is January 16, 2004.

TABLE OF CONTENTS

	Page No.
Summary of Prospectus	3
Risk Factors	4
Use of Proceeds	8
Determination of Offering Price	8
Dilution of the Price You Pay for Your Shares	9
Plan of Distribution; Terms of the Offering	9
Business	11
Management's Discussion and Analysis or Plan of Operations	19
Management	24
Executive Compensation	27
Principal Shareholders and Selling Shareholders and Warrant Holders	29
Description of Securities	37
Certain Transactions	39
Litigation	39
Experts	39
Legal Matters	40
Financial Statements	40

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SUMMARY OF OUR OFFERING

Our business

We are an exploration stage corporation. We own one property. We own an interest in one property containing 79 unpatented mining claims. We own 48 of the claims outright and have an option to purchase 31 additional contiguous claims. We intend to explore for gold on the property.

Our administrative office is located at 777 Dunsmuir Street, Suite 1600, Vancouver, British Columbia, Canada V7Y 1K4, telephone (604) 689-7317 and our registered statutory office is located at 2515 Warren Avenue, Cheyenne, Wyoming 82001. Our fiscal year end is December 31.

Concurrent offering by Luna Gold Corp.

Concurrently with this offering by selling warrant holders and selling shareholders, we are offering a minimum of 1,000,000 and a maximum of 3,000,000 shares of common stock for sale at an offering price of $0.30 per shares. The warrant holders and selling shareholders are endeavoring to sell their warrants and shares of common stock at the same time we are conducting this offering. The percentage of the total outstanding common stock being offered by the selling shareholders is 72.45%. The exercise price of the warrants is lower than the public offering price of our shares of common stock. Accordingly, the public will try to acquire the warrants from the selling shareholders provided that the purchase price of the warrant plus the $0.25 exercise price of the warrant is less than the public offering price of our shares at $0.30. Further, the price at which the selling shareholders offer their shares may undercut the price at which we are offering our shares. There is no arrangement to address the possible effect of the concurrent primary and secondary offerings on the price of the stock.

The offering

Following is a brief summary of this offering:

Securities being offered	4,416,667 Class A Warrants 1,125,000 Class B Warrants 11,087,109 Shares of Common Stock
Offering price per warrant/share	Class A Warrants - $0.12 Class B Warrants - $0.25 Shares of Common Stock - $0.25
Offering period	The shares are being offered for a period not to exceed 270 days from the effective date of this registration statement.
Net proceeds to us	None
Number of shares outstanding after the offering if all of the shares are sold in Luna's public offering and no warrants are exercised	15,441,947

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Selected financial data

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

	September 30, 2003		December 31, 2002
Balance Sheet
Total Assets	$	203,599	$	34,621
Total Liabilities	$	93,840	$	54,260
Stockholders' Deficiency	$	109,759	$	(19,639)
Income Statement (Period Ended)
Revenue	$	0	$	0
Total Expenses	$	321,791	$	126,734
Net Loss	$	321,791	$	126,734

RISK FACTORS

Please consider the following risk factors before deciding to invest in our common stock.

Risks associated with our company:

1. If our selling shareholders sell at prices lower than the price of our concurrent offering of up to 3,000,000 shares of common stock, we may be unable to sell our shares in our offering which will prevent us from raising capital for our exploration activities. As such, we may not be able to complete our public offeriong which will prevent us from receiving capital that we need for exploration. If we do not raise $300,000 from this offering we may have to suspend or cease exploration within four months.

   Concurrently with this offering by selling warrant and shareholders, we are attempting to raise up $900,000 in a public offering. The market price for our shares of common stock is currently below the offering price of shares of common stock in that offering. As such, if our selling shareholders sell at prices lower than the price of our offering, you and the rest of the public can buy shares of common stock in the open market and pay less than our offering price. Accordingly, we may not be able to complete our public offering. If we do not raise $300,000 from this offering, we may have to suspend or cease exploration activities within four months.

2. Because our auditors have issued a going concern opinion and because our officers and directors may not loan any money to us, we may not be able to achieve our objectives and many have to suspend or cease exploration activities.

   Our auditor's report on our 2002 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business for the next twelve months. Because our officers and directors may be unable or unwilling to loan or advance any additional capital to us, we believe that if we do not raise at least $300,000 from our offering, we may have to suspend or cease exploration activities within four months.

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3. Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our property does not contain any reserves, and any funds spent on exploration will be lost.

   Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our property does not contain any reserves, and any funds spent on exploration will be lost.

4. We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease exploration activities.

   We were incorporated in 1986 and were engaged in the business of streaming media business. In 2003 we changed our business to exploration. We have just recently commenced our exploration activities and have not realized any revenues therefrom. We have no exploration history upon which an evaluation of our future success or failure can be made. Our net loss since incorporation is $5,110,918. Our ability to achieve and maintain profitability and positive cash flow is dependent upon

   *	our ability to locate a profitable mineral property
   *	our ability to generate revenues
   *	our ability to reduce exploration costs.

   Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. We may not guarantee we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

5. Because the majority of our officers and directors do not have technical training or experience in exploring for, starting, and operating a mine, we will have to hire qualified personnel. If we can't locate qualified personnel, we may have to suspend or cease exploration activity which will result in the loss of your investment.

   Because the majority of our officers and directors are inexperienced with exploring for, starting, and operating a mine, we will have to hire qualified persons to perform surveying, exploration, and excavation of our property. The majority of our officers and directors have no direct training or experience in these areas and as a result may not be fully aware of many of the specific requirements related to working within the industry. Their decisions and choices may not take into account standard engineering or managerial approaches, mineral exploration companies commonly use. Consequently our exploration activities, earnings and ultimate financial success could suffer irreparable harm due to certain of management's lack of experience in this industry. As a result we may have to suspend or cease exploration activities which will result in the loss of your investment.

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6. We have no known ore reserves. Without ore reserves we cannot generate income and if we cannot generate income we will have to cease exploration activities which result in the loss your investment.

   We have no known ore reserves. Without ore reserves, we cannot generate income and if we cannot generate income we will have to cease exploration activities which will result in the loss of your investment.

7. If we don't raise enough money for exploration, we will have to delay exploration or go out of business, which will result in the loss of your investment.

   We are in the very early exploration stage and need the proceeds from our offering to continue our exploration activity. Since there is no minimum and no refunds on sold shares, you may be investing in a company that will not have the funds necessary to continue its exploration activities. If that occurs we will have to delay exploration activies or cease our explortion activities which will result in the loss of your investment.

8. Because we are small and do not have much capital, we must limit our exploration and as a result may not find an ore body. Without an ore body, we cannot generate revenues and you will lose your investment.

   Because we are small and do not have much capital, we must limit our exploration. Because we may have to limit our exploration, we may not find an ore body, even though our property may contain mineralized material. Without an ore body, we cannot generate revenues and you will lose your investment.

9. We may not have access to all of the supplies and materials we need to begin exploration which could cause us to delay or suspend exploration activities.

   Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

10. Because our officers and directors have other outside business activities and may not be in a position to devote a majority of their time to our exploration activities, our exploration activities may be sporadic which may result in periodic interruptions or suspensions of exploration.

    Because our officers and directors have other outside business activities and may not be in a position to devote a majority of their time to our exploration activities, our exploration activities may be sporadic and occur at times which are convenient to our officers and directors. As a result, exploration of our property may be periodically interrupted or suspended.

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11. Because title to the property is held in the name of another entity pending our acquisition thereof, if it transfers our property to someone other than us, we will cease exploration activities.

    Title to our property has not been transferred to us. Title to our property is recorded in the name of Nassau Ltd. If Nassau Ltd. transfers title to another party, it will obtain good title and we will have nothing. If that happens we will be harmed in that we will not own any property and we will have to cease exploration activities.

Risks associated with this offering:

12. Because there is a limited public trading market for our common stock, you may not be able to resell your stock.

    There is currently a limited public trading market for our common stock on the TSX Venture Exchange under the symbol "LGC.U." Therefore there you may have difficulty reselling your shares.

13. Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.

    Our shares are "penny stocks" and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

USE OF PROCEEDS

We will not receive any proceeds from this offering. All proceeds will be received by selling warrant holders and selling shareholders.

DETERMINATION OF OFFERING PRICE

The selling shareholders and warrant holders are offering their securities for sale in this offering. Their shares and warrants will be sold at the going market price. No shares or warrants are being offered by Luna Gold Corp. Our shares are traded on the TSX Venture Exchange under the symbol "LGC.U."

The following table shows the high and low sale prices for our common shares for the quarters indicated.

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	HIGH ($)	LOW ($)	CLOSE ($)
2003
Third quarter	0.30	0.25	0.275
Second quarter	0.22	0.22	0.22
First quarter	0.28	0.12	0.22
2002
Fourth quarter	0.09	0.04	0.09
Third quarter	0.10	0.55	0.55
Second quarter	0.10	0.35	0.10
First quarter	0.10	0.25	0.10
2001
Fourth quarter	0.30	0.05	0.10
Third quarter	0.40	0.15	0.20

The source for the above information is Canada Stockwatch. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Holders

As at November 15, 2003, we have 12,441,947 shares issued and outstanding. Based on research into the indirect holdings registered in the names of depositories and financial institutions, we estimate that we have approximately 500 beneficial shareholders.

Dividend Policy

We have never paid cash dividends on our capital stock. We currently intend to retain any profits we earn to finance the growth and development of our business. We do not anticipate paying any cash dividends in the foreseeable future.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

As September 30, 2003, the net tangible book value of our shares of common stock was $109,759 or $0.01 per share based upon 12,441,947 shares outstanding.

There will be no dilution as a result of the sale of A and B warrants or the sale of shares of common stock by selling shareholders.

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PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

Our selling warrant holders and selling shareholders will be selling their shares in public or private transactions, possibly through broker/dealers.

Section 15(g) of the Exchange Act

Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to broker/dealers, they do not apply to us.

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

Again, the foregoing rules apply to broker/dealers. They do not apply to us in any manner whatsoever. The application of the penny stock rules may affect your ability to resell your shares.

Offering period and expiration date

This offering will start on the date of this prospectus and continue for a period of 270 days from the effective date of this registration statement.

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BUSINESS

General

The Company

We were incorporated under the laws of the Province of British Columbia on June 24, 1986 under the name "Belcarra Resources Ltd." We changed our name to "Belcarra Motors Corp." on October 12, 1994, and to "Predator Ventures Ltd." on September 10, 1997. We were continued to the State of Wyoming effective July 14, 1999 and, on September 9, 1999, we filed Articles of Amendment which increased our authorized capital from 100,000,000 common shares with no par value to unlimited common shares with no par value. On November 16, 1999, we changed our name to wwbroadcast.net, inc. to reflect our streaming media business which we had commenced on July 1, 1999, when we began seeking a suitable Internet-based business for acquisition. On December 3, 1999, we were registered as an extra-provincial company under the Company Act of British Columbia. Subsequent to the end of the period, we acquired a mineral exploration property known as the Blue Mountain Project and changed our name to Luna Gold Corp. When we changed our name to Luna Gold Corp. we failed to file a preliminary or definitive proxy statement or information statement with the SEC prior to soliciting our shareholders to approve the name change as required by sections 14(a) or 14(c) of the Securities Exchange Act of 1934. We intend to rectify this matter in the future by making the appropriate filings with the SEC. We are now engaged in the acquisition and exploration of properties.

Business Development of Issuer During Last Three Years

On November 15, 1999, we acquired all rights in and to High Tech Venture Capital Inc.'s business of developing an Internet website and Content Websites to aggregate, distribute and market a selection of streaming media programming (that is, live or archived audio and video programming) via the Internet under the name "Worldwide Broadcast Network". The acquisition was effected pursuant to an Asset Purchase Agreement with High Tech Venture Capital Inc., which had been preceded by a Letter of Intent dated July 9, 1999, and which became effective on November 15, 1999. The assets that were acquired included the ownership of a number of domain names relevant to the implementation of our business model. The consideration for the acquisition was Cdn$70,000.00 and the issuance of 3,000,000 of our common shares.

Concurrent with the acquisition, we effected the name change to wwbroadcast.net inc., as well as a 2 for 1 share consolidation, such that each of our shareholders received one share of our common stock after consolidation for every two shares of common stock previously held by the shareholder.

Our former website, wwbc.net (the "Website"), became operational on March 9, 2000. The Website offered users access to various subsidiary content distribution websites (the "Content Websites"), through which users with multimedia enabled personal computers or certain other Internet-attached devices could access Internet links to various providers of streaming media programming, organized by logical categories and subcategories to facilitate searches for such programming in a convenient and user-friendly manner. During July 2002 we completed a private

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placement as well as a 5 for 1 share consolidation, such that each of our shareholders received one share of our common stock after consolidation for every five shares of common stock previously held by the shareholder. Subsequent to period end, we entered into an option agreement pursuant to which we have the right to acquire the Blue Mountain Project mentioned above.

On August 8, 2003, we changed our name to "Luna Gold Corp." to more accurately reflect our business and the fact that we are focusing our efforts on exploration of the property for precious metal ore deposits.

Our office is located at 777 Dunsmuir Street, Suite 1600, P.O. Box 10425, Pacific Centre, Vancouver, British Columbia, Canada V7Y 1K4. The telephone number is (604) 689-7317 and the facsimile number is (604) 688-0094.

Except as otherwise indicated, all information in this registration statement has been restated to give effect to all stock consolidations of our common stock referred to below and elsewhere in this registration statement. Our consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Our business

We are engaged in the acquisition and exploration of properties. Subsequent to period end we entered into an option agreement granting us the right to acquire 100% of a mineral exploration property known as the Blue Mountain Project. We will focus our existing working capital on the exploration of this property as well as the review of other mineral exploration properties for potential acquisition.

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.

Options

We entered into an agreement dated March 20, 2003 with Nassau Ltd. ("Nassau"), a private U.S. company, to acquire its interest in a mineral exploration property located in Nevada.

The agreement with Nassau grants us a purchase option on 31 unpatented claims known as the Blue Mountain Project, located in Humbolt County, Nevada. In accordance with the terms of the agreement with Nassau, we, at our option, have the right to acquire a 100% interest in the Blue Mountain Project by issuing 100,000 shares of common stock and making payments totaling $1,490,000 to Nassau over a six year period.

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On August 8, 2003 we issued 50,000 shares to Nassau, being the date on which the TSX Venture Exchange (the "Exchange") approved (the "Approval Date") the Blue Mountain Project as a "qualifying property." One year following the Approval Date, we will, at our option, issue Nassau an additional 50,000 shares. On years two through five we will, at our option, make cash payments totaling $190,000, with a final payment of $1,300,000 due on the sixth anniversary of the Approval Date.

Upon making the final payment to Nassau, we will then own 100% of the Blue Mountain Project, subject only to a retained 2% net smelter royalty ("NSR") on gold recovered from the Blue Mountain Project. We will have the right to buy down the 2% NSR 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 and the transaction with Nassau is at arm's length.

Location and Access

A good gravel, maintained and all-weather road (the Jungo Road) links the project to Winnemucca. Local access from the Jungo Road (the last five miles to the project area) is via unimproved dirt road, but this road is accessible by a two-wheel drive vehicle.

The Blue Mountain Project is located in the Basin and Range province of Nevada, an area of broad flat basins divided by high mountain ranges. Elevations in the Basin and Range province range from about 4,000 feet to nearly 11,000 feet. Rivers are rare and most drainage is to the nearest basin.

The climate around Blue Mountain is a desert climate characterized by dry warm summers and dry cool winters. Precipitation is less than ten inches per year. At the Blue Mountain project vegetation consists primarily of sage bush, tumbleweeds and grasses.

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Map

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Property geology

The property is underlain by a thick sequence of older sedimentary rocks consisting of mudstone, siltstone, and sandstone; all of which are regionally metamorphosed to a low degree. Younger felsic and fine-grained basic rocks intrude the above rocks along faults. The felsic rocks are ubiquitous in drill holes within the altered and mineralized zones. Remnant patches of volcanic rocks and volcanic sediments are locally preserved on top of the older rocks.

High- and low-angle faults dissect all rocks on the property. A major west-dipping, low angle fault encountered at depth in drilling separates the two principal older rock formations found on the property. This low- angle fault underlies a large portion of the property, dips west at a shallow angle, and extends further west under pediment cover. This fault is 25 feet to over 100 feet thick, is extensively broken, and is an important zone for localization of non-economic, low-grade gold mineralization found on the property.

Several sets of high-angle faults also dissect all the above rocks and are the principal locus of alteration exposed on the surface of the property. These high-angle faults are potentially the controlling structures for gold mineralization developed along the above-discussed low-angle fault. These high-angle faults carry higher-grade gold mineralization and are important to the structural preparation of all of the rock units.

Prior geologic mapping has identified at least five northeast trending and seven northwest trending faults. Both sets of these faults appear to have been channel ways for mineralizing fluids, as zones of mineralization are found on or surrounding these faults. The north-south faults appear to be the latest set of fault.

The Blue Mountain Project was optioned because geologic evaluation determined that it had sufficient merit to justify further expenditure of money to continue exploration efforts Also, it is situated in an area which has been postulated to lie along an important structural trend of precious-metal mineralization historically. Carl Hering, one of our Directors, was involved in the evaluation and selection of this property. He has a PhD in Geology from the University of Oregon (1980) and has worked in the exploration and mining industry for over 20 years.

Previous exploration

We only recently optioned the Blue Mountain property and have not had the opportunity to complete significant new exploration work to date. However, numerous mining and exploration companies have worked on the property during the past 20 years as detailed below. Most of our work thus far has centered on compilation and evaluation of this past work.

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Geological, alteration mapping and rock chip including trench sampling was initially done by a private US corporation in 1983. Results of this work suggested that a precious metal-bearing system was responsible for the exposed alteration on the property. Billiton Minerals optioned the property from Nassau in 1984 and conducted additional geological mapping and geochemical sampling. In 1985, Billiton began a drilling program. Between 1985 and 1987 Billiton drilled a total of 50 drill holes with the best result being hole BM- 44 which contained 55 feet assaying .054 ounces per ton of gold and 1.45 ounce per ton of silver. Prior to terminating their option agreement with Nassau, Billiton had a Reno based metallurgical company complete tests on six samples of drill material. This study suggested that the mineralization showed poor recovery results.

Subsequently, Prime Exploration carried out an aerial geophysical survey in 1988 and also conducted a ground geophysical survey in the same year. Prime then drilled three core holes and three rotary holes, all of which returned low-grades (0.01 to 0.03 ounces of gold per ton) over moderate thickness at depth. Prime returned the property to Nassau in 1988.

In 1989, Placer Dome optioned the property from Nassau and undertook a biogeochemical sampling program and a seismic geophysical program in the covered areas of the western portion of the property. Results of the biogeochemical sampling program are not available. The geophysical work suggested seventeen (17) possible drill targets. Placer Dome tested nine (9) of these anomalies with rotary drill holes, only two of which are located on the current property. Results were negative, and Placer Dome dropped their option on the property in 1990.

Lac Minerals carried out a complete compilation of previous data in 1991 and drilled 12 new rotary drill holes. Some of these holes returned the best results on the property to date. Hole number BM-68 returned 85 feet assaying 0.091 ounces per ton gold and hole number BM-77 returned 115 feet assaying 0.044 ounces per ton gold. Lac also commissioned Bondar Clegg, a geochemical company, to do recovery tests on the drill cuttings. Results were highly variable, ranging from less than 1% to over 100 % gold recovery. LAC subsequently relinquished their option on the property.

Blue Desert Mining drilled 11 rotary holes and one large diameter geothermal exploration hole between 1994 and 1998. Results of this work are incomplete, but one of their holes, drilled in the untested northern portion of the property, returned 150 feet assaying 0.014 ounces per ton gold in the low-angle mineralized zone.

The most recent work on the property, prior to our involvement, was conducted by Newmont Gold. Newmont completed an airborne geophysical survey over the property in 2000 and drilled a total of 2,560 feet of rotary and 680 feet of core in five drill holes in 2001.

Zonge Geosciences reinterpreted the Newmont airborne geophysical data for us. Several untested anomalies were interpreted both under the pediment and along the range front. To date, field investigation of these anomalies by us has just been initiated.

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No resource or reserve has currently been defined on the property. Past drill hole testing has returned both encouraging and disappointing results. Some drill holes indicate what could be economically viable results if similar results in nearby holes were obtained. To date this has not been shown to be the case. Because of the wide drill hole spacing more work is judged to be practical in certain of the untested areas.

There is no permanent facilities, plant, buildings or equipment on the property. All prior drill hole locations, road access routes, and previous disturbances have been reclaimed.

Proposed exploration plan

To further evaluate the property we propose a two-staged program. We need to compile the historic geological and assay drill data into a digital database, review the existing geophysics, and refine potential targets to properly locate new drill holes. A geologic review of the existing data will verify the geologic setting and the possible extensions to already intercepted high-grade zones at depth and within the main mineralized zone, the low-angle fault. Geologic mapping in the north and northeast areas, especially along the northeast trending faults, is required to obtain more detailed information regarding these structures and extensions. Additional geophysical surveys are proposed to evaluate the potential for high-grade targets under the pediment cover.

After completing the above-described work we may complete additional drilling to evaluate any geophysical targets beneath the pediment cover. Also, some core drilling, designed to evaluate the higher grade, high-angle structures may be undertaken as well.

The first stage may take about four months, and cost up to $59,000.

In addition, we will process existing geophysical data, undertake new geophysical work and take new surface sampling. We will also run gravity and magnetics testing. Geologic mapping work will also be performed. The objective of Phase 1 is to determine targets for drilling.

Stage 2 will consist of road construction, reclamation work, and the drilling of up to 2,000 feet of reverse circulation drilling and 2,000 feet of core drilling. Phase 2 will only occur if suitable drill targets are identified. We may attempt to interest another company in the property before, during or after Phase 1.

Stage 2 is expected to take about four months and costs up to $117,000.

We will be utilizing self-contained, diesel-powered generators to source power at the property when undertaking the proposed exploration program detailed herein.

Carl Hering, PhD. Geology, one of our Directors, visited the Blue Mountain Project several times during the period from March to July 2003. It is, in his judgment, worthy of further exploration efforts.

There are no known reserves on the Blue Mountain Property and the proposed exploration program is an exploratory search for ore only.

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Government Regulation

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, labor 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

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 exploration activities 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 exploration activites 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 exploration properties.

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

Employees

We intend to continue to use the services of consultants for exploration work on our properties. Carl Hering, PhD. in Geology, one of our directors, is a geological consultant for our company. We have no employees at this time.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our exploration activities.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. That cash must be raised from other sources. Our only other source for cash at this time is investments by others in Luna Gold Corp. We must raise cash to implement our project and stay in business.

To meet our need for cash we are attempting to raise money from this offering. Whatever money we do raise will be used as set forth in the Use of Proceeds section of this prospectus. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise all of the money we need from this offering to complete our exploration of the property, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others. We have discussed this matter with our officers and directors however, our officers and directors are unwilling to make any commitments to loan us any additional money at this time. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. If we need additional cash and cannot raise it we will either have to suspend exploration activities until we do raise the cash, or cease exploration activities entirely. Whether we raise the minimum or maximum amount from this offering, we believe the money will last a year and allow us to operate for a period of at least twelve months. Accordingly, we believe we will not have to raise additional capital during the next twelve months. Other than as described in this paragraph, we have no other financing plans.

Our exploration program is explained in as much detail as possible in the business section of this prospectus. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a body of ore and we have determined it is economical to extract the ore from the land.

We may attempt to interest other companies to undertake exploration work on the property. We do not intend to try to develop the reserves ourselves.

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If we are unable to complete any phase of exploration because we do not have enough money, we will cease exploration activities until we raise more money or try to find a joint venture partner to complete the exploration work. If we cannot find a joint venture partner and do not raise more money, we will cease exploration activities. If we cease exploration activities, we do not know what we will do and we do not have any plans to do anything else.

We do not intend to hire any employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance as an exploration corporation. We are an exploration stage corporation and have not generated any revenues from our exploration activities. Further, we did not generate any revenues in 2002 or 2001 while we were engaged in the business of revenue streaming. We cannot guarantee we will be successful in our exploration activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we conduct into the research and exploration of our properties before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our exploration activities. Equity financing could result in additional dilution to existing shareholders.

Other than as described herein, we have no other financing plans.

Critical Accounting Policies

Our discussion and analysis of our 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 judgements 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.

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The going concern basis of presentation assumes we will continue exploration activities 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 exist 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 exploration activities are dependent upon our ability to obtain third party financing in the form of debt and equity and ultimately to generate future profitable exploration activites or income from its investments. As of December 31, 2002, we have not generated revenues, and have experienced negative cash flow from exploration activities. 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.

Overview

Our financial statements contained herein 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 year ended December 31, 2002, for the year ended December 31, 2001 and for the period from the inception of our streaming media business as of July 1, 1999 to December 31, 2002 of $126,734, $486,260 and $1,939,137, respectively.

We did not earn any revenues during the 2002 fiscal year. Our auditor's report on our 2002 financial statements contained an explanatory paragraph that states that due to recurring losses and negative cash flows substantial doubt exists as to our ability to continue as a going concern.

During the year ended December 31, 2002, we completed a private placement in the amount of $347,017 and shares for debt settlement of $256,332. A significant portion of the private placement funds was used to pay existing liabilities with the balance being spent on the maintenance of the streaming media business. There can be no assurances that additional equity or other financing will be available, or available on terms acceptable to us.

Subsequent to the year-end we refocused our efforts toward the exploration business and optioned the right to acquire the Blue Mountain Project. Subsequent to the year-end we also completed a US$450,000 financing through a private placement.

Our financial statements included in this annual 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.

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Results of Operations

Nine-month period ended September 30, 2003

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

Nine-month period ended September 30, 2002

We incurred a net loss of $121,798 for the nine-month period ended September 30, 2002, resulting in a loss per share of $0.03. The loss was attributable to operating expenses of $117,940 and interest expense of $3,858.

During the period we incurred consulting fees of $17,563, $6,621 in depreciation and amortization, $12,884 in rent, $9,360 in filing fees, $47,795 in management fees, $3,541 in general and administrative expenses and $20,176 in professional fees.

Year ended December 31, 2002

We incurred a net loss of $126,734 for the year ended December 31, 2002, resulting in a loss per share of $0.02. The loss was attributable to operating expenses of $122,876 and interest expenses of $3,858.

During the period we incurred consulting fees of $21,896 and $8,753 in depreciation and amortization, $18,619 in rent, $8,366 in filing fees, $52,572 in management fees, $5,123 in general and administrative expenses and $7,547 in professional fees. The foregoing expenses reflect the general decrease in expenses that has resulted from the downsizing of our exploration activities, particularly in the form of consulting, marketing, and professional fees, and wages and benefits expenses.

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Year ended December 31, 2001

We incurred a net loss of $486,260 for the year ended December 31, 2001, resulting in a loss per share of $0.20. This loss reflects operating expenses for the year of $486,260, consisting of $24,198 in consulting fees, $65,903 in depreciation and amortization expenses, $3,132 in marketing expenses, $4,932 in regulatory filing fees, $33,578 in rent fees, $58,285 in wages and benefits, $50,781 in professional fees, $14,215 in general and administrative expenses, and $85,449 in management fees paid to related parties. The loss was increased by $46,183 resulting from the disposal of equipment and a $99,654 write down of intangible assets, taken as a result of our closing our previous business activity.

Period of inception of exploration business to September 30, 2003

We incurred a net loss of $314,800 for the nine-month period ended September 30, 2003, resulting in a loss per share of $0.03. The loss was attributable to operating expenses of $314,800.

During the period we incurred consulting fees of $38,376 and $886 in depreciation and amortization, $17,724 in rent, $20,059 in filing fees, $14,770 in management fees, $19,476 in general and administrative expenses $126,272 in exploration expense and $70,692 in professional fees. Expenses increased over the prior year period due to the increased activity resulting from our entering the exploration business. We spent $126,272 on exploration activity compared to nil in the previous year's period as we entered the exploration business during the year. Professional fees increased due to increased filing and reporting activities due to our entering the exploration business. Fees also increased due to our legal work involved in preparing a SB-2 registration statement. Management fees decreased due to a reduction in the monthly charge to approximately $1,675 per month. Consulting expense increased due as we contracted geologists, including a director of the company, to perform certain exploration activities. Exploration expense consists of monies spent on the due diligence of several prospective exploration properties including the Blue Mountain property.

Balance Sheets

Total cash and cash equivalents as at September 30, 2003 and December 31, 2002 were, respectively, $179,397 and $33,870. Working capital as at September 30, 2003 and December 31, 2002 were, respectively, $106,593 and $(20,302).

The increase in working capital between September 30, 2003 and December 31, 2002 was attributable to funds received from the private placement of $450,000 completed during the quarter offset by expenses and the increase effects of foreign currency translation. No revenue was generated during the period.

Total share capital as at September 30, 2003 and December 31, 2002 was, respectively, $5,068,305 and $4,608,305.

Total cash and cash equivalents as at December 31, 2002 and December 31, 2001 were, respectively, $33,870 and $311. Working capital as at December 31, 2002 and December 31, 2001 were, respectively, $(20,302) and $(482,909).

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The increase in working capital between December 31, 2001 and December 31, 2002 was attributable to the completion of a private placement for $347,017. The private placement included the note payable amount the Company owed to related parties in the amount of $209,520 as the related parties agreed to accept stock in settlement of the note payable. Interest owing on the note payable was forgiven. Creditors of the Company also agreed to settle certain amounts owing in exchange for stock. Such amount totaled $256,331. These transactions increasing the Company's working capital position were offset by operating expenses of $122,876 and interest of $3,858. No revenue was generated during the period.

Total share capital as at December 31, 2002 and December 31, 2001 was, respectively, $4,608,305 and $4,004,956. Share capital increased during the period as a result of the private placement and settlement with creditors described above.

Current Capital Resources and Liquidity

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

During the year ended December 31, 2002 we completed the private placement and shares for liabilities settlement described above. Though the financing substantially improved our financial position, we are still in need of further financing. Subsequent to the year-end we completed a financing in the amount of $450,000 for working capital purposes. These funds will be used to carry out the activity described under Use of Proceeds in this prospectus. Depending on the outcome of this activity we may decide to seek further financing to expand our exploration work. 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.

During the nine-month ended September 30, 2003, we acquired an option on our first property. Upon completion of this offering we will implement our plan of exploration.

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MANAGEMENT

The following table and text sets forth the names and ages of all of our directors, executive officers and significant employees, as at November 15, 2003. All of the directors serve until the next Annual General Meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Subject to any applicable employment agreement, executive officers serve at the discretion of the Board of Directors, and are appointed to serve until the first Board of Directors meeting following the annual meeting of shareholders. Also provided is a brief description of the business experience of each director, executive officer and significant employee during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the federal securities laws.

Directors, executive officers and other significant employees:

Name	Position Held with the Company	Age	Date First Elected or Appointed
David De Witt	President and Director	51	June 23, 1997 (Director)
			July 31, 2001 (President)
Carl Hering	Director	54	January 20, 2003 (Director)
Gregg J. Sedun	Director	45	June 23, 1997 (Director)
Marcel de Groot	Secretary and Director	30	June 19, 2000 (Secretary)
			July 31, 2001 (Director)

The backgrounds and experience of our directors, executive officers and other significant employees are as follows:

David De Witt

Mr. De Witt was a founding partner of De Witt Sedun, a firm focused exclusively on securities law, as well as a co-founder and director of Pacific Source Capital Ltd., a private venture capital company. Mr. De Witt graduated from the University of British Columbia with a Bachelor of Commerce degree in 1975 and a Bachelor of Law degree in 1978, and practiced corporate and securities law until his retirement from practice in 1997. He is a director and/or officer of a number of private and public companies.

Carl Hering

Dr. Hering is a geologist with over 25 years of diversified technical and managerial experience in mineral exploration and corporate development. He has experience in all aspects of exploration from generative to advanced projects, negotiations, acquisition evaluation, mine and corporate valuation, management, strategic planning and new program design and implementation. From 1997 to 1999 Dr. Hering served as Vice-President Corporate Development for Bema Gold Corp., a Vancouver based mid-tier gold producer. His focus was on international acquisitions and business development, directed at the enhancement of shareholder value. Prior to this role, Dr. Hering worked in senior exploration positions for both Placer Dome Inc. and Noranda Exploration. He worked for Noranda Exploration from 1978 to 1988, primarily in the US. From 1989 to 1996 he worked for Placer Dome in the U.S., Latin America, Asia, Australia and later coordinated technical evaluations for major acquisition opportunities worldwide for Placer Dome Inc., Corporate Development. Most recently, Dr. Hering has worked for numerous clients as an independent consultant evaluating advanced exploration opportunities, operating mines, including technical evaluations for a major corporate finance group.

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Gregg J. Sedun

Mr. Sedun graduated from the University of Manitoba in 1982 with a Bachelor of Law degree, and practiced securities law in Vancouver, British Columbia from 1983 until 1997. He was a partner in the law firm Rand Edgar Sedun, and later became a founding partner of De Witt Sedun, a firm focusing exclusively on securities law, where he practiced until his retirement from law in 1997. Mr. Sedun is a co-founder and director of several public companies and a director and co-founder of Pacific Source Capital Ltd., a private venture capital company. Since June 2003, Mr. Sedun has held the positions of president and chief executive officer of Diamond Fields International Ltd.

Marcel de Groot

Mr. de Groot graduated from the University of British Columbia in 1996 with a Bachelor of Commerce degree. From May 1996 until October 1999 he worked for the Vancouver office of Grant Thornton where he obtained the Chartered Accountant designation. Between November of 1999 to April, 2003 Mr. de Groot has worked as a consultant for us and several other companies both private and public. Since April of 2003 to present, Mr. de Groot has held the position of Chief Financial Officer of Diamond Fields International Ltd.

There are no arrangements or understandings between any two or more directors or executive officers, pursuant to which he/she was selected to be a director or executive officer. None of our directors, executive officers, promoters or control persons have been involved in any of the following events during the past five years:

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

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any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

EXECUTIVE COMPENSATION

Compensation was paid to our executive officers and directors as follows:

Summary Compensation Table

					Long Term Compensation
		Annual Compensation			Awards		Payouts
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
				Other
				Annual	Restricted	Securities
				Compen	Stock	Underlying	LTIP	All Other
Name and		Salary	Bonus	sation	Award(s)	Options /	Payouts	Compens
Principal Position	Year	($)	($)	($)	($)	SARs (#)	($)	ation ($)
David De Witt	2002	nil	nil	nil	nil	nil	nil	nil
President and	2001	nil	nil	nil	nil	nil	nil	nil
Director	2000	nil	nil	nil	nil	100,000	nil	nil
Gregg Sedun	2002	nil	nil	nil	nil	nil	nil	nil
Director	2001	nil	nil	nil	nil	nil	nil	nil
	2000	nil	nil	nil	nil	100,000	nil	nil
Marcel deGroot	2002	$21,665	nil	nil	nil	nil	nil	nil
Secretary/Treasurer	2001	$22,058	nil	nil	nil	nil	nil	nil
and Director	2000	$14,446	nil	nil	nil	24,000	nil	nil
Carl Hering	2002	nil	nil	nil	nil	nil	nil	nil
Director	2001	nil	nil	nil	nil	nil	nil	nil
	2000	nil	nil	nil	nil	nil	nil	nil
Kirk Exner	2002	nil	nil	nil	nil	nil	nil	nil
Former President	2001	nil	nil	nil	nil	nil	nil	nil
	2000	nil	nil	nil	nil	100,000	nil	nil

None of our executive officers have received annual salary and bonus in excess of $100,000. There were no grants of stock options during the fiscal year ended December 31, 2002.

As at December 31, 2002, we have no outstanding stock options.

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We have no formal plan for compensating our directors for their service in their capacity as directors although such directors have received from time to time and are expected to receive in the future options to purchase common shares as awarded by the Board of Directors or (as to future options) a Compensation Committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors. The Board of Directors may award special remuneration to any director undertaking any special services on our behalf, other than services ordinarily required of a director. Other than as indicated below, no director received and/or accrued any compensation for his services as a director, including committee participation and/or special assignments.

There are no management agreements with any of our directors or executive officers, other than those referred to herein.

Other than as discussed above, we have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Other than the management agreements and advisory agreements discussed herein, we have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Long-term Incentive Plans -- Awards in Most Recently Completed Fiscal Year

We have no long-term incentive plans in place and therefore there were no awards made under any long-term incentive plan to any Executive Officers during our most recently completed fiscal year. A "Long-Term Incentive Plan" is a plan under which awards are made based on performance over a period longer than one fiscal year, other than a plan for options, SARs (Stock Appreciation Rights) or restricted share compensation.

Aggregated Options and Stock Appreciation Rights Exercised During the Most Recently Completed Fiscal Year and Fiscal Year End Option/SAR Values

No incentive stock options or stock appreciation rights were exercised during the last fiscal year by any of our named executive officers. No stock appreciation rights were held by any of our named executive officers as at the end of our most recently completed fiscal year.

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Compensation of Directors

As previously noted, we have no standard arrangement to compensate directors for their services in their capacity as directors except for the granting from time to time of incentive stock options in accordance with the policies of the TSX Venture Exchange. During the last fiscal year, we did not grant any stock options to our directors. During the fiscal year ended December 31, 2000, we granted a total of 60,000 incentive stock options to our directors of which 20,000 expired during to 2001 and the remaining 40,000 were cancelled December 31, 2002.

Compensation Committee Interlocks and Insider Participation

We have no committee that performs the function of a compensation committee. None of our officers or directors serve on a committee making compensation decisions of any other entity. Directors generally participate in compensation-related matters.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Wyoming.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Wyoming law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

PRINCIPAL STOCKHOLDERS AND SELLING SHAREHOLDERS AND
WARRANT HOLDERS

To the knowledge of our management, as at November 15, 2003 no person beneficially owns more than five percent of any class of our voting securities other than as set forth below. The following table shows the total amount of any class of our voting securities owned by each of our executive officers and directors and by our executive officers and directors, as a group, as at November 15, 2003, and, as to a specific person, shares issuable pursuant to the conversion or exercise, as the case may be, of currently exercisable or convertible debentures, share purchase warrants and stock options.

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The shares indicated as being beneficially owned by Gregg J. Sedun include 213,839 shares held by 513815 BC Ltd., a private company controlled by Mr. Sedun. Alison Sedun is the wife of our director, Gregg Sedun. Shares indicated as being beneficially owned by Alison Sedun include 668,333 held by Alcaron Capital Corp., a company owned by Mrs. Sedun, and 182,371 shares held by Pacific Source Capital Ltd. ("PSC"). Mrs. Sedun, through Alcaron Capital Corp. owns 50% of PSC. The shares indicated as being beneficially owned by Marianne De Witt include 182,371 shares owned by PSC. Mrs. De Witt, wife of our director David De Witt, through a private company owns 50% of PSC.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
Gregg J. Sedun	434,424	3.59%
6015 Alma Street
Vancouver, BC Canada
Marcel de Groot	260,840	2.10%
3636 West 18th
Vancouver, BC Canada
David De Witt	172,555	1.39%
4718 West 6th Avenue
Vancouver, BC Canada
Carl Hering	40,000	0.003%
33174 Bergen Mountain Road
Evergreen, CO 80439
All Officers and Directors as a Group	907,819	7.30%
Four (4) Persons
Grant Sutherland	1,770,263	14.23%
Unit 16, 4725 Spearhead Drive
Whistler, BC Canada
Chris de Groot	806,629	6.48%
9079 Banford Road
Chilliwack, BC Canada
Alison Sedun	850,704	6.84%
6015 Alma Street
Vancouver, BC Canada

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Marianne De Witt	904,554	7.27%
4718 West 6th Avenue
Vancouver, BC Canada

Securities authorized for issuance under equity compensation plans.

We have no equity compensation plans.

Selling Warrant Holders - Class A Warrants

The following sets forth the name of each Class A warrant holder and the number A warrants owned by each holders. One Class A Warrant and $0.12 entitles a Class A Warrantholder to acquire one share of common stock. The Class A Warrants are exercisable until July 5, 2004.

Name of the beneficial owners	Number of Warrants Owned
Haywood Securities Inc.	40,000
ITF Catherine McLeod
Haywood Securities Inc.	40,000
ITF 519471 B.C. Ltd.
Dundee Securities Corp.	291,667
ITF Robert Sali
John Horton	41,667
Alcaron Capital Corp.	668,333
Marianne De Witt	668,333
Pacific Source Capital	2,666,667
Total	4,416,667

Terms:   One Class A Warrants and $0.12 will entitle a Class A Warrantholder to one share of common stock. The Class A Warrants are exercisable until July 5, 2004, provided that the Class A Warrants are subject to an effective registration statement with the Securities and Exchange Commission.

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Selling Warrant Holders - B Warrants

One Class B Warrant entitles a Class B Warrant Holder to acquire one additional share of common stock at a price of $0.25 until August 8, 2004, and $0.30 until August 8, 2005. The Class B Warrants are exercisable until August 8, 2005 provided that the Class B Warrants are subject to an effective registration statement with the Securities and Exchange Commission.

Name of beneficial owners	Number of Warrants Owned
Clarion Finanz AG	67,500
Haywood Securities Inc.	37,500
ITF Edward L. Mercaldo RRSP
Haywood Securities Inc.	18,750
ITF 519471 B.C. Ltd.
Andrew Bowering	5,000
Haywood Securities Inc.	18,750
ITF Millerd Holdings Ltd.
Sandy Loutitt	7,500
Dundee Securities	25,000
ITF Robert Sali
Scott Hiebert	12,500
Rob Anderson	18,750
Shaun Gibson	5,000
Rakesh Dhir	37,500
Bernie de Groot	7,500
J. David Lowell	25,000
Haywood Securities Inc.	15,000
ITF Catherine Seltzer
Canaccord Capital Corp.	18,750
ITF Tian Kusumoto

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Scott Gibson	7,500
Lawrence Roulston	12,500
Royal Bank of Canada	50,000
ITF EH & P Investments AG
National Bank	12,500
ITF Greg Celmainis
HSBC Securities	10,000
ITF Vanguard Shareholder Solutions Inc.
Ronald Klopfer	5,000
Haywood Securities Inc.	15,000
ITF Sika Investments Ltd.
Casa Stilts Law Corporation	12,500
Haywood Securities Inc.	12,500
ITF Michael Marosits
Haywood Securities Inc.	20,000
ITF Carl Hering RRSP
Wolverton Securities	5,000
ITF Alexandra Pearson
Kendall Sterling	5,000
Ward Sumner	5,000
Canaccord Capital Corp.	280,000
ITF Rakesh Dhir RRSP
James Fletcher	18,000
c/o Canaccord Capital Corp.
Hans J. Rueckert	18,000
c/o Canaccord Capital Corp.

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Thomas Rebane	12,500
c/o Canaccord Capital Corp.
Lamond Investments Ltd.	37,500
c/o Canaccord Capital Corp.
Haywood Securities Inc.	125,000
ITF Bridge Mining Ltd.
Odlum Brown Limited	62,500
ITF Lukas H. Lundin RRSP
Gerald Boyd	7,500
James Sedun	12,500
Glenn S. Sedun	17,500
Marcel de Groot	5,000
Hayley De Witt	2,500
Sam De Witt	2,000
Kate De Witt	2,000
Haywood Securities Inc.	5,000
ITF Doreen Newman
TOTAL	1,125,000

Selling Shareholders

The following table sets forth the name of each selling shareholder, the total number of shares owned prior to the offering, the percentage of shares owned prior to the offering, the number of shares offered, and the percentage of shares owned after the offering, assuming the selling shareholder sells all of his shares and we sell the maximum number of shares.

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Name	Total number of shares owned prior to offering	Percentage of shares owned prior to offering	Number of shares being offered	Percentage of shares owned after the offering assuming all of the shares are sold in the offering
Clarion Finanz AG	135,000	1.09%	135,000	0.88%
Haywood Securities Inc. ITF
Ed Mercaldo	75,000	0.61%	75,000	0.49%
Haywood Securities Inc. ITF
519471 B.C. Ltd.	62,500	0.50%	62,500	0.41%
Andrew Bowering	21,000	0.17%	21,000	0.14%
Haywood Securities Inc. ITF
Millerd Holdings Ltd.	37,500	0.30%	37,500	0.24%
Sandy Loutitt	15,000	0.12%	15,000	0.10%
Dundee Securities ITF
Robert Sali	341,667	2.78%	341,667	2.22%
Scott Hiebert	25,000	0.20%	25,000	0.16%
Rob Anderson	37,500	0.30%	37,500	0.24%
Shaun Gibson	10,000	0.08%	10,000	0.06%
Rakesh Dhir	75,000	0.61%	75,000	0.49%
Bernie de Groot	515,000	4.16%	515,000	3.35%
J. David Lowell	50,000	0.40%	50,000	0.32%
Haywood Securities Inc. ITF
Catherine Mcleod-Seltzer	50,000	0.40%	50,000	0.32%
Tian Kusumoto	37,500	0.30%	37,500	0.24%
Scott Gibson	15,000	0.12%	15,000	0.10%
Lawrence Roulston	25,000	0.20%	25,000	0.16%

-34-

EH&P Investments AG	500,000	4.02%	500,000	3.24%
Romofin AG	450,000	3.62%	450,000	2.91%
National Bank ITF
Greg Celmainis	25,000	0.20%	25,000	0.16%
HSBC Securities (Canada)
Inc. ITF
Vanguard Shareholders
Solutions Inc.	20,000	0.16%	20,000	0.13%

Ron Klopfer	10,000	0.08%	10,000	0.06%
Haywood Securities Inc. ITF
Sika Investments Ltd.	30,000	0.24%	30,000	0.19%
Casa Stilts Law Corporation	25,000	0.20%	25,000	0.16%
Haywood Securities Inc. ITF
Michael Marosits	25,000	0.20%	25,000	0.16%
Carl Hering	40,000	0.24%	30,000	0.19%
Wolverton Securities ITF
Alexandra Pearson	10,000	0.08%	10,000	0.06%
BMO Nesbitt Burns ITF
Kendall Sterling	10,000	0.08%	10,000	0.06%
Ward Sumner	10,000	0.08%	10,000	0.06%
Canaccord Capital Corp. ITF
Hans J. Rueckert	36,000	0.29%	36,000	0.23%
Canaccord Capital Corp. ITF
Rakesh Dhir	560,000	4.50%	560,000	3.63%
Canaccord Capital Carp. ITF
James Fletcher	36,000	0.29%	36,000	0.23%
Thomas Rebane	25,000	0.20%	25,000	0.16%
Lamond Investments Ltd.	75,000	0.61%	75,000	0.49%

-35-

Bridge Mining Ltd.	250,000	2.00%	250,000	1.62%
Mark Hassett	50,000	0.40%	50,000	0.32%
Odlum Brown Limited ITF
Lukas H. Lundin	125,000	1.01%	125,000	0.81%
Gerald Boyd	15,000	0.12%	15,000	0.10%
James Sedun	32,800	0.26%	32,800	0.21%
Haywood Securities Inc. ITF
Doreen Newman	10,000	0.08%	10,000	0.06%
Glenn Sedun	535,000	4.30%	535,000	3.46%
John Horton	41,667	0.34%	41,667	0.27%
Alcaron Capital Corp.	668,337	5.37%	668,337	4.33%
Marianne De Witt	722,183	7.27%	722,183	4.68%
Pacific Source Capital Ltd.	364,743	2.93%	364,743	2.36%
David De Witt	172,555	1.39%	172,555	1.12%
Gregg Sedun	434,424	3.59%	434,424	2.81%
Grant Sutherland	1,770,263	14.29%	1,770,263	11.50%
Hayley De Witt	5,000	0.04%	5,000	0.04%
Chris de Groot	806,629	6.48%	806,629	5.22%
Patrick De Witt	500,000	4.02%	500,000	3.24%
Marcel de Groot	260,840	2.10%	260,840	1.69%
Samuel De Witt	4,000	0.04%	4,000	0.04%
Katherine De Witt	4,000	0.81%	4,000	0.65%
Andrew Redhead	500,000	4.02%	500,000	3.24%
Dean Fenwick	350,000	2.82%	350,000	2.27%

-36-

Nassau Ltd.	50,000	0.40%	50,000	0.32%
TOTALS	11,087,109	89.11 %	11,087,109	71.80%

Future Sales of Shares

A total of 12,441,947 shares of common stock are issued and outstanding. Of the 12,441,947 shares outstanding, 1,354,838 are freely tradeable and 11,087,109 are restricted securities as defined in Rule 144 of the Securities Act of 1933. Under Rule 144, the restricted shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition. Of the 11,087,109 restricted shares, 11,087,109 are being offered for sale by the selling shareholders in this offering.

Shares sold by Selling Shareholders may be immediately resold.

DESCRIPTION OF SECURITIES

Common stock

Our authorized capital stock consists of an unlimited number of shares of common stock with no par value per share. The holders of our common stock:

*	have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
*	are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
*	do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
*	are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Wyoming for a more complete description of the rights and liabilities of holders of our securities.

-37-

Non-cumulative voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, the present stockholders will own approximately 80.57% of our outstanding shares.

Cash dividends

As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our exploration activities.

Warrants

Currently there are 1,125,000 Class B Warrants outstanding. Each Class B Warrant is exercisable until August 8, 2005 at which time the Class B Warrants will expire. One Class B Warrant will entitle the warrant holder to acquire one (1) share of common stock at a price of $0.25 until August 8, 2004 and $0.30 until August 8, 2005. If the warrant holder does not exercise the Class B Warrant within said time period, the Class B Warrant will expire and be of no value.

Currently there are 4,416,667 Class A Warrants outstanding. Each Class A Warrant is exercisable until July 5, 2004 at which time the Class A Warrant will expire. Each Class A Warrant is exercisable at a price of $0.12 per share. If the warrant holder does not exercise the Class A Warrant within said time period, the Class A Warrant will expire and be of no value.

Anti-takeover provisions

There are no Wyoming anti-takeover provisions that may have the effect of delaying or preventing a change in control.

-38-

Reports

After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We are currently required to and will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any materials we file with the SEC at the SECs Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.

Stock transfer agent

Our stock transfer agent for our securities is Computershare Trust, 510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9, its telephone number is (604) 661-0215.

CERTAIN TRANSACTIONS

There have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer, or beneficial holder of more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest, except as follows:

Commencing November 15, 1999, we entered into a corporate advisory agreement with Pacific Source Capital Corp, a company owned and controlled by Alison Sedun and Marianne De Witt (each as to 50%). Alison Sedun and Marianne De Witt are married to, respectively, Gregg Sedun and David De Witt, both of whom serve on our board of directors and are directors of Pacific Source Capital Ltd. Pacific Source Capital Ltd. was paid Cdn$10,000 per month in consideration for which Pacific Source Capital Ltd. provided us with advisory services relating to general corporate development, financial matters, raising additional capital, strategic planning and other matters relating to the financial affairs of us. This amount was reduced on August 1, 2002 to Cdn$2,500 per month.

Payments made and balances accrued to Pacific Source Capital Ltd. pursuant to the Management Advisory Agreement during the past two years are as follows:

2002	$	52,572
2001	$	77,534

-39-

As we were required to enter into the corporate advisory agreement with Pacific Source Capital Ltd. pursuant to the terms of the Asset Purchase Agreement, we did not approach any disinterested third parties with the view to soliciting competing bids for their services. As a result, the transaction may or may not be subject to terms no less favorable to us than those that we could have obtained from disinterested third parties.

LITIGATION

We are not a party to any pending litigation and none is contemplated or threatened.

EXPERTS

The financial statements of wwbroadcast.net, inc. as of December 31, 2002 and 2001, and for each of the years in the two-year period ended December 31, 2002 and cumulative from inception to December 31, 2002, have been included herein in reliance upon the report of KPMG LLP, independent accountants, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2002, financial statements contains an explanatory paragraph that states that the Company's recurring losses from exploration activities and negative cash flows raise substantial doubt about the entity's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of that uncertainty.

LEGAL MATTERS

Conrad C. Lysiak, Attorney at Law, 601 West First Avenue, Suite 503, Spokane, Washington 99201, telephone (509) 624-1475 has acted as our legal counsel.

FINANCIAL STATEMENTS

Our fiscal year end is December 31. We will provide audited financial statements to our stockholders on an annual basis; the financial statements will be audited by Independent Accountants.

Our audited financial statements for the periods December 31, 2002 and December 31, 2001 and our reviewed financial statements for the period ending September, 2003 immediately follow:

-40-

SEPTEMBER 30, 2003 FINANCIAL STATEMENTS
Balance Sheet Statement of Operations Statement of Stockholders' Equity Statement of Cash Flows	F-1 F-2 F-3 - F-4 F-5
Notes to the financial statements	F-6

DECEMBER 31, 2002 AND 2001 FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT	F-13
Balance Sheet Statement of Operations Statement of Stockholders' Equity Statement of Cash Flows	F-14 F-15 F-16- F-17 F-18
Notes to the financial statements	F-19-F-25

-41-

LUNA GOLD CORP.
(Expressed in United States dollars)

Consolidated Balance Sheets

		September 30,		December
		2003		31,
		(unaudited)		2002
Assets
Current assets:
Cash and cash equivalents	$	179,397	$	33,870
Amounts receivable		5,260		88
Prepaid expenses		15,776		--
Total current assets		200,433		33,958
Equipment		3,166		663
Total assets	$	203,599	$	34,621
Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable and accrued liabilities	$	46,202	$	20,000
Payables to related parties (note 5)		47,638		34,260
Total current liabilities		93,840		54,260
Stockholders' equity (deficiency):
Common stock, no par value, unlimited authorized shares; issued 12,441,946 at September 30, 2003, and 10,141,946 at December 31, 2002 (note 4)		5,068,305		4,608,305
Additional paid-in capital		182,746		182,746
Deficit before inception of new business (note 1)		(4,796,118)		(4,789,127)
Deficit accumulated since inception of new business (note1)		(314,800)		--
Accumulated other comprehensive income:
Cumulative translation adjustment		(30,374)		(21,563)
		109,759		(19,639)
Total liabilities and stockholders' equity (deficiency)	$	203,599	$	34,621

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

F-1

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

Consolidated Statements of Operations

	Three month period ended September 30,				Nine month period ended September 30,				Period from January 20/03 (inception of new business)to Sept. 30/03
	2003		2002		2003		2002
Operating expenses:
Depreciation and amortization	276		2,219		997		6,621		886
Consulting fees	10,084		5,512		38,376		17,563		38,376
Marketing and promotion	3,595		--		6,545		--		6,545
Exploration Expense	63,749		--		128,272		--		126,272
Filing fees	5,376		2,793		20,059		9,360		20,059
Investor relations	--		--		--		--		--
Management fees to related
parties (note 5)	5,446		9,661		15,784		47,795		14,770
Wages and benefits	--		--		--		--		--
General and administrative	2,302		803		20,797		3,541		19,476
Professional fees	22,107		5,345		72,020		20,176		70,692
Rent	6,535		3,848		18,941		12,884		17,724
Loss on Disposal of Equipment	--		--		--		--		--
Total Expenses	(119,470)		(30,181)		(321,791)		(117,940)		314,800
Loss from operations	(119,470)		(30,181)		(321,791)		(117,940)		(314,800)
Interest income (expense), net	--		6,447		--		(3,858)		--
Net loss for the period	(119,470)	$	(23,734)	$	(321,791)	$	(121,798)	$	(314,800)
Loss per common share, basic and
diluted	(0.01)	$	(0.01)	$	(0.03)	$	(0.03)	$	(0.03)
Weighted average number of
common shares outstanding:
basic and diluted	11,466,946		9,487,847		10,588,446		4,688,446		10,623,764

The accompanying notes are an integral part of these financial statements

F-2

-43-

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
	Shares	Amount		Capital		Business
Balance, December 31, 2001	2,462,811	$	4,004,956	$	182,746	$	(4,662,393)
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	--		--		--		(126,734)
Adjustment to cumulative translation account	--		--		--		--
Balance, December 31, 2002	10,141,946		4,608,305		182,746		(4,789,127)
Loss for the period	--		--		--		(6,991)
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, September 30, 2003	12,441,946	$	5,068,305	$	182,746	$	(4,796,118)

The accompanying notes are an integral part of these financial statements

F-3

-44-

		Deficit Accumulated Since Inception of New Business	Cumulative Translation Adjustment		Total Stockholders' Equity (Deficiency)		Comprehensive Income (loss)
Balance, December 31, 2001		--	$	1,072	$	(473,619)	$	(466,928)
Issuance of common stock on Private
Placement to employees (July 5, 2002 -
$0.08 per share)		--		--		209,520		--
Issuance of common stock on Private Placement to non-employees (July 5, 2002 - $0.08 per share)		--		--		137,497		--
Issuance of common stock for debt to non-
employees (July 5, 2002 - $0.08 per share)		--		--		70,409		--
Issuance of common stock for debt to
employees (July 5, 2002 - $0.08 per share)		--		--		185,923		--
Loss for the period		--		--		(126,734)		(126,734)
Adjustment to cumulative translation
account		--		(22,635)		(22,635)		(22,635)
Balance, December 31, 2002		--		(21,563)		(19,639)		(149,369)
Loss for the period		(314,800)		--		(321,791)		(321,791)
Issuance of common stock on Private
Placement (August 8, 2003)		--		--		450,000		--
Issuance of common stock for exploration
(August 8, 2003)		--		--		10,000		--
Adjustment to cumulative translation
account		--		(8,811)		(8,811)		(8,811)
Balance, September 30, 2003	$	(314,800)	$	(30,374)	$	109,759	$	(330,602)

The accompanying notes are an integral part of these financial statements

F-4

-45-

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

		Three Month period ended September 30,				Nine Month period ended September 30,			Period from Jan. 20, 2003 (inception of new business) to Sept. 30,
		2003		2002		2003		2002		2003
Cash flow from operating activities:
Net loss	$	(119,470)	$	(23,734)	$	(321,791)	$	(121,798)	$	(314,800)
Items not affecting cash:
Depreciation and amortization		276		2,219		997		6,621		886
Issuance of shares for exploration		10,000		--		10,000		--		10,000
Changes in operating assets and liabilities:
Amounts receivable		(2,131)		3,789		(5,172)		3,379		(5,172)
Prepaid expenses		(15,776)		--		(15,776)		--		(15,776)
Accounts payable and accrued liabilities		(15,763)		(8,970)		26,202		2,293		23,416
Net cash used in operating activities		(142,864)		(26,702)		(305,540)		(109,505)		(301,446)
Cash flow from investing activities:
Purchase/disposal of equipment		(3,332)				(3,332)				(3,332)
Net cash used in investing activities		(3,332)				(3,332)				(3,332)
Cash flow from financing activities:
Notes payable to related parties		--		(214,599)		--		(200,240)		--
Payable to Related Parties		11,932		(58,590)		13,378		27,813		9,245
Proceeds from issuance of shares for cash		450,000		347,077		450,000		347,012		450,000
Proceeds from subscriptions received in
advance of share offering		(343,301)		(98,268)		--		--		--
Net cash provided by financing activities		118,631		(24,440)		463,378		174,590		459,245
Increase (decrease) in cash and cash equivalents		(27,565)		(51,142)		154,506		65,086		154,467
Effect of exchange rate changes on foreign
currency denominated cash balances		10,637		2,390		(8,979)		(22,747)		(8,940)
Cash and cash equivalents, beg. of period		196,325		91,401		33,870		311		33,870
Cash and cash equivalents, end of period	$	179,397	$	42,649	$	179,397	$	42,649	$	179,397
Supplemental disclosure:
Interest paid (received) net		--		6,447		--	$	3,858	$	--
Income taxes		--		--		--		--		--
Issuance for common stock for debt		--		256,332		--		--		--

The accompanying notes are an integral part of these financial statements

F-5

-46-

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

Nine-month period ended September 30, 2003 and 2002
Period from January 20, 2003 (inception of new business) to September 30, 2003
_______________________________________________________________________________________________

1. Nature of Operations:

   The Company was incorporated on June 24, 1986 in British Columbia, Canada. In July 1999, the Company redomiciled to Wyoming State, USA. From July 1999 until January 2003, as described in the Company's consolidated financial statements filed with the 2002 annual report on Form 10-KSB, the Company's focus was on the streaming-media business. These ceased efforts in January 2003. During the nine month period ended September 30, 2003 the Company refocused its efforts from the streaming-media business and entered the mining exploration business (note 3). As the Company has no producing properties, financial information from January 20, 2003, the inception of the mining business, has been presented in these financial statements. Additional debt or equity financing will be required from existing shareholders or third parties in order to provide working capital for operations in the future. This debt or equity may not be available on reasonable terms or on any terms at all.

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

2. Significant Accounting Policies:

   (a)   Basis of presentation:

   The financial statements have been prepared in accordance with generally accepted accounting principles in the United States. There are no material measurement differences to these financial statements to Canadian generally accepted accounting principles (see note 7). The interim financial statements do not include all information and footnote disclosures required under generally accepted accounting principles in the United States or Canada for a complete set of annual financial statements. Results of operations for the periods ended September 30, 2003 are not necessarily indicative of what the results will be for the 2003 fiscal year.

   In the opinion of management, these unaudited interim financial statements reflect all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows as at September 30, 2003 and for the periods ended September 30, 2003 and 2002.

F-6

-47-

2. Significant Accounting Policies (Cont'd):

   These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-KSB which includes the Company's financial statements for the year ended December 31, 2002.

   (b)   Principles of consolidation:

   These consolidated financial statements include the accounts of the Company's wholly-owned subsidiary Eureka Gold Inc. All significant inter-company transactions and balances have been eliminated.

   (c)   Use of estimates:

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

   (d)   Foreign currency:

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

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

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

   (e)   Stock-based compensation:

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

F-7

-48-

2. Significant Accounting Policies (Cont'd):

   A total of 810,000 options were granted in the nine-month period ended September 30, 2003 (nil: 2002). Pro forma loss per share, basic and diluted are equal to the reported loss and loss per share for the periods ended September 30, 2003 and 2002 as the fair value of these options granted is insignificant in the period ended September 30, 2003. The fair value has been calculated using the Black-Scholes option pricing model and the following factors: volatility - 90%; risk-free interest rate - 5%; dividend yield - nil; term - five years. The fair value of each option granted is $0.18.

   (f)   Loss per share:

   Basic loss per share is calculated based on the weighted average number of common shares outstanding during the periods. Excluded from the weighted average number of common shares are 213,839 common shares (September 30, 2002 - 213,839) held in escrow that are to be released based on financial performance criteria (note 4 (a)).

   Diluted loss per share is computed using the weighted average number of common and potentially dilutive common shares outstanding during the period. Excluded from the calculation of diluted loss per share are 810,000 stock options (2002 - 83,800).

   (g)   Mineral Property Interests

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

3. Mining Property Interests

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

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

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3. Mining Property Interests (Cont'd):

   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:

   (a)	50,000 shares were issued 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);
   (b)	An additional 50,000 shares on or before one year following the Approval Date;
   (c)	Two years following the Approval Date a payment in the amount of $20,000;
   (d)	Three years following the Approval Date a payment in the amount of $30,000
   (e)	Four years following the Approval Date a payment in the amount of $40,000;
   (f)	Five years following the Approval Date a payment in the amount of $100,000; and
   (g)	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.

4. Stockholders' Equity:

   (a)   Escrowed stock:

   At September 30, 2003, 213,839 (2002 - 213,839) common shares outstanding were held in escrow.

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

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4. Stockholders' Equity (Cont'd):

   (b)   Stock options and stock-based compensation:

   A summary of the status of the Company's stock options at September 30, 2003 and 2002 and changes during the years ended on those dates is presented below:

   	2003			2002
   	Options	Weighted average exercise price		Options	Weighted average exercise price
   Outstanding, beginning of year	--	$	--	83,800	$	2.60
   Granted	810,000		0.25	--
   Exercised	--		--	--		--
   Expired/cancelled	--		--	83,800		2.60
   Outstanding, end of period	810,000	$	0.25	--	$	--
   Options exercisable	--	$	--	--	$	--

   A total of 810,000 options were granted in the nine-month period ended September 30, 2003 (nil: 2002) which vest in three tranches over six, twelve and eighteen months.

   (c)   Warrants:

   At September 30, 2003, 4,416,667 warrants are outstanding which entitle the holder to subscribe for one additional common share of the Company until July 5, 2004 at a price of CDN$0.16 (approximately $0.12).

   (d)   Private Placement

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

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

   The proceeds of the private placement funds are for working capital purposes.

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5. Related Party Transactions:

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

   (a)   During the period ended September 30, 2003, the Company paid or accrued management fees, disbursements, geological consulting and other consulting fees of $66,939 (2002 - $78,242) to directors and a company controlled by two directors.

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

   (c)  Total charges made by Pacific Source Capital Ltd. were as follows:

   2003	$	15,784
   2002	$	47,795

   The Company agreed to continue the Corporate Advisory Agreement with Pacific Source Capital Ltd. on a month-to-month basis, the terms of which are the same as those described in Note 5 (b).

6. Financial Instruments and Risk Management:

   (a)   Fair values:

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

   (b)  Foreign currency risk:

   Foreign currency risk is the risk to the Company's earnings that arises from fluctuations in foreign currency exchange rates, and the degree of volatility of these rates. The Company does not yet have any sales, and accordingly, foreign exchange risk is not yet considered by management to be a material risk at September 30, 2003.

7. Canadian Generally Accepted Accounting Principles:

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

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

   differences. Material measurement differences to these financial statements are as follows:

   	Nine months ended September 30,
   		2003		2002
   Loss for the period, US GAAP	$	(321,791)	$	(121,798)
   Loss for the period, Canadian GAAP	$	(321,791)	$	(121,798)
   Loss per share, Canadian GAAP	$	(0.03)	$	(0.03)

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INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders

wwbroadcast.net inc.

We have audited the accompanying balance sheets of wwbroadcast.net inc. (a Development Stage Enterprise) as of December 31, 2002 and 2001, and the related statements of operations, stockholders' deficiency and cash flows for the years ended December 31, 2002 and 2001 and for the period from July 1, 1999 (inception of new business) to December 31, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of wwbroadcast.net inc. as of December 31, 2002 and 2001, and the results of its operations and its cash flows for the years ended December 31, 2002 and 2001 and for the period from July 1, 1999 (inception of new business) to December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 1 to the financial statements, the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in note 1. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KPMG LLP
March 4, 2003, except as to note 9(b) which is as of March 18, 2003
Chartered Accountants
Vancouver, Canada

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WWBROADCAST.NET INC.
(A Development Stage Enterprise)
(Expressed in United States dollars)

Balance Sheets

			December 31, 2002		December 31, 2001
Assets
Current assets:
	Cash and cash equivalents		$	33,870	$	311
	Amounts receivable			88		5,217
	Prepaid expenses			--		--
	Total current assets			33,958		5,528
Equipment (note 3)				663		9,290
Total assets			$	34,621	$	14,818
Liabilities and Stockholders' Deficiency
Current liabilities:
	Accounts payable and accrued liabilities		$	20,000	$	99,297
	Payables to related parties (note 5)			34,260		188,900
	Notes payable to related party (note 5(b))			--		200,240
	Total current liabilities			54,260		488,437
Stockholders' deficiency:
	Common stock, no par value, unlimited authorized shares; issued 10,141,946 at December 31, 2002, 2,462,811 at December 31, 2001 (note 4)			4,608,305		4,004,956
	Additional paid-in capital			182,746		182,746
	Deficit before inception of new business (note 1)			(2,849,990)		(2,849,990)
	Deficit accumulated during the development stage (note 1)			(1,939,137)		(1,812,403)
	Accumulated other comprehensive income:
		Cumulative translation adjustment		(21,563)		1,072
				(19,639)		(473,619)
Total liabilities and stockholders' deficiency			$	34,621	$	14,818

Subsequent events (notes 9)

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 De Witt
David De Witt, Director

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WWBROADCAST.NET INC.
(A Development Stage Enterprise)
(Expressed in United States dollars)

Statements of Operations

		Year ended December 31,				Period from July 1/99 (inception of new business) to Dec. 31, 2002
		2002		2003
Advertising revenue		$	--	$	--	$	5,113
Operating expenses:
	Depreciation and amortization		8,753		65,903		261,531
	Consulting fees		21,896		24,198		310,897
	Marketing		--		3,132		174,746
	Filing fees		8,366		4,932		33,230
	Investor and media relations		--		--		15,126
	Management fees to related parties (note 5)		52,572		85,449		312,599
	General and administrative		5,123		14,215		79,761
	Professional fees		7,547		50,781		273,667
	Rent		18,619		33,578		100,212
	Wages and benefits		--		58,285		231,588
	Loss on disposal of equipment		--		46,183		46,183
	Write-down of intangible assets		--		99,654		99,654
			122,876		486,260		1,939,194
Loss from operations			(122,876)		(486,260)		(1,934,081)
Interest income (expense), net			(3,858)		--		(5,056)
Net loss for the period		$	(126,734)	$	(486,260)	$	(1,939,137)
Loss per common share, basic and diluted		$	(0.02)	$	(0.20)	$	(0.60)
Weighted average number of common shares outstanding, basic and diluted			6,009,128		2,248,972		3,210,215

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WWBROADCAST.NET INC.
(A Development Stage Enterprise)
(Expressed in United States dollars)
(Unaudited - Prepared by Management)
Statements of Stockholders' Deficiency

	Common Shares				Additional Paid-In Capital		Deficit accumulated Prior to Development Stage note (1)
	Shares		Amount
Balance, December 31, 1998	1,391,811	$	2,845,343	$	-	$	(2,823,291)
Issuance of common stock on exercise of warrants by employees (May 14, 1999 - $1.45 per share)	200,000		267,415		-		-
Loss for the period	-		-		-		(26,699)
Balance, July 1, 1999 (inception of new business)	1,591,811		3,112,758		-		(2,849,990)
Issuance of common stock on exercise of stock options by employees(August 30, 1999 $ 1.00 per share)	1,000		1,003		-		-
Issuance of common stock for intangible assets to non-employees (November 15, 1999 - $ 0.15 per share)	600,000		101,633		102,000		-
Issuance of common stock on exercise of stock options by employees (November 19, 1999 - $ 2.75 per share)	3,000		8,334		-		-
Loss for the period	-		-		-		-
Adjustment to cumulative translation account	-		-		-		-
Balance, December 31, 1999	2,195,811		3,223,728		102,000		(2,849,990)
Issuance of common stock on exercise of options by employees (January 4, 2000 - $2.80 per share)	2,000		5,644		-		-
Issuance of common stock on private placement to non-employees (January 25, 2000 - $ 2.50 per share)	150,400		376,000		-		-
Issuance of common stock on private placement to employees (January 25, 2000 - $ 2.50 per share)	63,600		159,000		-		-
Issuance of common stock on exercise of options by employees (February 7, 2000 - $ 2.15 per share)	2,000		4,542		-		-
Issuance of common stock on exercise of options by employees (March 15, 2000 - $ 2.15 per share)	2,000		4,542		-		-
Issuance of common stock on Private Placement to non-employees (April 11, 2000 - $ 5.00 per share)	45,000		225,000		-		-
Issuance of common stock for services by non-employees (June 21, 2000 - $ 3.30 per share)	2,000		6,500		-		-
Consultant stock option compensation expense			-		80,746		-
Loss for the period	-		-				-
Adjustment to cumulative translation account	-		-		-		-
Balance, December 31, 2000	2,462,811		4,004,956		182,746		(2,849,990)
Loss for the period	-		-		-		-
Adjustment to cumulative translation account	-		-		-		-
Balance, December 31, 2001	2,462,811		4,004,956		182,746		(2,849,990)
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	$	182,746	$	(2,849,990)

See accompanying notes to financial statements.

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	Deficit Accumulated During Development Stage note (1)			Cumulative Translation Adjustment		Total Stockholders' Deficiency			Compre-hensive Income (loss)
Balance, December 31, 1998	$	-		$	-	$	22,052			--
Issuance of common stock on exercise of warrants by employees (May 14, 1999 - $ 1.45 per share)		-			-		267,415
Loss for the period		-			-		(26,699)		$	(26,699)
Balance, July 1, 1999 (inception of new business)		-			-		262,768		$	(26,699)
Issuance of common stock on exercise of stock options by employees(August 30, 1999 $ 1.00 per share)		-			-		1,003			--
Issuance of common stock for intangible assets too non-employees (November 15, 1999 - $ 0.15 per share)		-			-		203,633			--
Issuance of common stock on exercise of stock options by employees (November 19, 1999 - $ 2.75 per share)		-			-		8,334			--
Loss for the period		(274,926)			-		(274,926)		$	(274,926)
Adjustment to cumulative translation account		-			5,765		5,765		$	5,765
Balance, December 31, 1999		(274,926)			5,765		206,577		$	(295,860)
Issuance of common stock on exercise of options by employees (January 4, 2000 - $ 2.80 per share)		-			-		5,644			--
Issuance of common stock on private placement to non-employees (January 25, 2000 - $ 2.60 per share)		-			-		376,000			--
Issuance of common stock on private placement to employees (January 25, 2000 - $ 2.50 per share)		-			-		159,000			--
Issuance of common stock on exercise of options by employees (February 7, 2000 - $ 2.15 per share)		-			-		4,542			--
Issuance of common stock on exercise of options by employees (March 15, 2000 - $ 2.15 per share)		-			-		4,542			--
Issuance of common stock on Private Placement to non-employees (April 11, 2000 - $ 5.00 per share)		-			-		225,000			--
Issuance of common stock for services by non-employees (June 21, 2000 - $ 3.30 per share)		-			-		6,500			--
Consultant stock option compensation expense		-			-		80,746			--
Loss for the period		(1,051,217)			-		(1,051,217)		$	(1,051,217)
Adjustment to cumulative translation account		-			(24,025)		(24,025)		$	(24,025)
Balance, December 31, 2000		(1,326,143)			(18,260)		(6,691)			(1,075,242)
Loss for the period		(486,260)			-		(486,260)			(486,260)
Adjustment to cumulative translation account		-			19,332		19,332			19,332
Balance, December 31, 2001		(1,812,403)			1,072		(473,619)			(466,928)
Issuance of common stock on Private Placement to employees (July 5, 2002 - $0.08 per share)		--			--		209,520			--
Issuance of common stock on Private Placement to non-employees (July 5, 2002 - $0.08 per share)		--			--		137,497			--
Issuance of common stock for debt to non-employees (July 5, 2002 - $0.08 per share)		--			--		70,409			--
Issuance of common stock for debt to employees (July 5, 2002 - $0.08 per share)		--			--		185,923			--
Loss for the period		(126,734)					(126,734)			(126,734)
Adjustment to cumulative translation account					(22,635)		(22,635)			(22,635)
Balance, December 31, 2002	$	(1,939,137)	$		(21,563)	$	(19,639)	$		(149,369)

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WWBROADCAST.NET INC.
(A Development Stage Enterprise)
(Expressed in United States dollars)

Statements of Cash Flows

			Year ended December 31,			Period from July 1, 1999 (inception of new business) Dec. 31 2002
				2002	2001
Cash flow from operating activities:
	Net loss			(126,734)	(486,260)	(1,939,137)
	Items not affecting cash:
		Depreciation and amortization Write-off of intangible assets Loss on disposal of equipment Consultant stock option compensation Issuance of Common Shares for services		8,753 -- -- -- --	65,903 99,654 46,183 -- --	261,531 99,654 46,183 80,746 6,500
	Changes in operating assets and liabilities:
		Amounts receivable Prepaid expenses Accounts payable and accrued liabilities		5,201 -- (76,533)	6,785 3,450 13,980	1,334 -- 20,025
		Net cash used in operating activities		(189,313)	(250,305)	(1,423,164)
Cash flow from investing activities:
	Purchase of equipment Proceeds on disposal of equipment Purchase of intangible assets			-- -- --	-- 14,487 --	(109,901) 14,487 (117,407)
	Net cash used in investing activities			--	14,487	(212,821)
Cash flow from financing activities:
	Proceeds from the issuance of common shares Notes payable to related parties Payable to Related Parties			587,214 (203,025) (161,170)	-- 60,044 113,452	1,370,274 (2,785) 27,730
	Net cash provided by financing activities			223,019	173,496	1,395,219
Increase (decrease) in cash and cash equivalents				33,706	(62,322)	(240,766)
Effect of exchange rate changes on foreign currency denominated cash balances				(147)	27,882	5,223
Cash and cash equivalents, beginning of period				311	34,751	269,413
Cash and cash equivalents, end of period				33,870	311	33,870
Supplemental disclosure:
	Interest paid (received) net Income taxes Non-cash transactions:			3,858 --	--	5,056 --
		Issuance of common stock for services Issuance of common stock for assets Issuance of common stock for debt		-- -- --	-- -- --	6,500 203,633 256,332

The accompanying notes are an integral part of these financial statement

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WWBROADCAST.NET INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in United States dollars)

Years ended December 31, 2002 and 2001
Period from July 1, 1999 (inception of new business) to December 31, 2002
______________________________________________________________________________________________

1.     Nature of development stage activities and operations:

The Company was incorporated on June 24, 1986 in British Columbia, Canada. In July 1999, the Company redomiciled to Wyoming State, USA. The Company had no substantive operations at July 1, 1999 when the new business venture was started.

On July 1, 1999, the Company began development of a web portal offering vertical content through multiple branded channels. These vertically branded channels offered a selection of live and on demand audio and video programming via the Internet. Costs and expenses incurred by the Company prior to July 1, 1999 do not relate to this business.

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

Subsequent to the year-end the Company entered the mining exploration business (see note 9(b)) Additional debt or equity financing will be required from existing shareholders or third parties in order to provide working capital for operations in the future. This debt or equity may not be available on reasonable terms or on any terms at all.

2.     Significant accounting policies:

(a)     Basis of presentation:

The financial statements have been prepared in accordance with generally accepted accounting principles for in the United States. There are no material measurement differences to these financial statements to Canadian generally accepted accounting principles. As the Company has not generated any material revenue from its principal planned operations, for financial reporting purposes, the Company is considered to be in the development stage and these financial statements are of a development stage enterprise.

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2.     Significant accounting policies (continued):

(b)     Use of estimates:

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

(c)     Cash and cash equivalents:

The Company considers all short-term investments with a term to maturity at the date of purchase of three months or less to be cash equivalents.

(d)     Equipment:

Equipment is recorded at cost. Depreciation is provided for at the following annual rates:

Asset	Basis	useful life
Computer hardware and software Leasehold improvements Office equipment	straight-line method straight-line method straight-line method	3 years 3 years 5 years

(e)     Impairment of long-lived assets:

The Company monitors the recoverability of long-lived assets, including equipment and intangible assets, based on estimates using factors such as current market value, future asset utilization, business climate and future undiscounted cash flows expected to result from the use of the related assets. The Company's policy is to record an impairment loss in the period when it is determined that the carrying amount of the asset may not be recoverable equal to the excess of the asset's carrying value over its fair value.

(f)     Foreign currency:

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

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

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

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2.     Significant accounting policies (continued):

(g)     Stock-based compensation:

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

(h)     Income taxes:

Income taxes are accounted for under the asset and liability method. Current taxes are recognized for the estimated income taxes for the current period. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and the benefit of operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets when it is not more likely than not that such deferred tax assets will be realized.

(i)     Loss per share:

Basic loss per share is calculated based on the weighted average number of common shares outstanding during the periods. Excluded from the weighted average number of common shares are 213,839 common shares (December 31, 2001 - 213,839) held in escrow that are to be released based on financial performance criteria (note 4(a)).

Diluted loss per share is computed using the weighted average number of common and potentially dilutive commons shares outstanding during the period. As the Company has a net loss in each of the periods presented, basic and diluted net loss per share are the same. Excluded from the calculation of diluted loss per share are zero stock options (2001 - 83,800) and 4,416,667 (2001 - 129,500) share purchase warrants as they are anti-dilutive.

(j)     Comparative figures:

Certain comparative figures have been reclassified to conform with the presentation adopted in the current period.

3.     Equipment:

					2002		2003
	Cost		Accumulated depreciation		Net book value		Net book value
Computer hardware and software	$	26,367	$	25,704	$	663	$	9,290

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4.     Stockholders' equity:

(a)     Escrowed stock:

At December 31, 2002, 213,839 (December 31, 2001 - 363,839) common shares outstanding were held in escrow.

213,839 (December 31, 2001 B 213,839) of these shares are releasable from escrow on satisfaction of certain predetermined tests set out by the CDNX related to the generation of positive cash flow from operations. For accounting purposes these shares will be recorded at their fair value when the performance measures are satisfied with a charge in an equivalent amount to compensation expense. Stock not released from escrow within 10 years of the date of their issuance will be cancelled. Pursuant to the escrow agreements, holders of the stock may exercise all voting rights attached thereto except on a resolution to cancel any of the stock, and have waived their rights to receive dividends or to participate in the assets and property of the Company on a winding-up or dissolution of the Company.

(b)     Stock options and stock-based compensation:

A summary of the status of the Company's stock options at December 31, 2002 and 2001 and changes during the years ended on those dates is presented below:

	2002			2001
	Options	Weighted average exercise price		Options	Weighted average exercise price
Outstanding, beginning of year	83,800	$	2.60	215,600	$	2.80
Granted	--		--	--		--
Exercised	--		--	--		--
Expired/cancelled	(83,800)		2.60	131,800		3.10
Outstanding, end of year	-	$	-	83,800	$	2.60
Options exercisable	--	$	--	83,800	$	2.60

As no options were granted in the fiscal years ended December 31, 2002 and 2001, pro forma loss and loss per share equals net loss and loss per share.

(c)     During the nine month period ended September 30, 2002, the Company authorized a five for one stock consolidation of the Company's common stock. All shares and per share information has been retroactively adjusted for periods presented to reflect the stock consolidation.

(d)     Warrants:

On July 5, 2002 the Company completed an offering of 4,416,667 units (on a post-consolidation basis) at a price of CDN$0.12 per unit (approximately USD$0.08) for a total of CDN$530,000 (USD$347,017). Each unit consists of one common share and one non-transferable share purchase warrant which will entitle the holder to subscribe for one additional common share of the Company over a two year period at a price of CDN$0.16 (approximately USD$0.10).

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5.     Related party transactions:

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

(a)     During 2002, the Company accrued management fees, disbursements and rent of $86,522 (2001 - $101,389) to companies controlled by one or more directors or officers.

(b)     Notes payable to related party balance represents amounts loaned to the Company by Pacific Source Capital Ltd. (formerly Sedun De Witt Capital Corp.) During 2002, the amount loaned was invested into a private placement. Interest payable was forgiven.

(c)     The Company was charged by Pacific Source Capital Ltd. Cdn $10,000 per month for a term of 12 months in consideration for which Pacific Source Capital Ltd. 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. Effective August 1, 2002, the fee has been reduced to Cdn$2,500 per month.

(d)     Total charges made by Pacific Source Capital Ltd. were as follows:

2002
2001 $
$ 52,572
77,534

The Company agreed to continue the Corporate Advisory Agreement with Pacific Source Capital Ltd. on a month-to-month basis, the terms of which are the same as those described in Note 5(c).

6.     Financial instruments and risk management:

(a)     Fair values:

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

(b)     Foreign currency risk:

Foreign currency risk is the risk to the Company's earnings that arises from fluctuations in foreign currency exchange rates, and the degree of volatility of these rates. The Company does not yet have any sales, and accordingly, foreign exchange risk is not yet considered by management to be a material risk at December 31, 2002.

7.     Income taxes:

During 1999, the Company redomiciled from Canada to the United States. All loss carry forwards previously accumulated in Canada expired when the Company redomiciled. As at December 31, 2002, the Company had loss carry forwards of approximately $ 1,900,000 that are available for offset against taxable income otherwise calculated through 2020. At the U.S. federal tax rate of 34%, the Company has a deferred tax asset of $ 646,000, which has been fully offset by a valuation allowance due to uncertainty of the losses utilization.

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8.     Canadian generally accepted accounting principles:

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

	Year ended December 31,
		2002		2001
Loss for the period, US GAAP	$	(126,734)	$	(486,260)
Loss for the period, Canadian GAAP	$	(126,734)	$	(486,260)
Loss per share, Canadian GAAP	$	(0.02)	$	(0.20)

9.     Subsequent Events:

Private Placement

Subsequent to December 31, 2002, the Company announced it had arranged the private placement of 1,000,000 units at a price of US$0.20 per unit for a total of US$200,000. Each unit consists of one common share and one-half of a non-transferable share purchase warrant exercisable over a two (2) year period. Each whole share purchase warrant will entitle the holder to subscribe for one additional common share at a price of US$0.25 during the first year and US$0.30 during the second year. The units will be subject to applicable Canadian and U.S. hold periods.

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

The proceeds of the private placement funds are intended to be applied to the assessment of potential opportunities in the mining sector, and for working capital purposes.

Company Options Mining Property

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

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

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

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9.     Subsequent Events (continued):

(a) 50,000 shares upon the TSX Venture Exchange (the "TSX") approving (the "Approval Date") the Blue Mountain Project as a "qualifying property" (as defined within the rules and policies of the TSX);

(b) an additional 50,000 shares on or before one year following the Approval Date;

(c) two years following the Approval Date a payment in the amount of $20,000;

(d) three years following the Approval Date a payment in the amount of $30,000

(e) four years following the Approval Date a payment in the amount of $40,000;

(f) five years following the Approval Date a payment in the amount of $100,000; and

(g) 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.

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