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VENGA AEROSPACE SYSTEMS INC.

Condensed Interim Consolidated Financial Statements for the Three Month Period Ended March 31, 2011

(Expressed in Canadian Dollars) (Unaudited – Prepared by Management)

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Notice of No Auditor Review of Condensed Interim Consolidated Financial Statements

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of interim consolidated financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements of the company have been prepared by and are the responsibility of the Company's management. These condensed interim consolidated financial statements reflect management's best estimates and judgment based on information currently available as of June 29, 2011.

The Company's independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim consolidated financial statements by an entity's auditor.

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Venga Aerospace Systems Inc.

(Incorporated under the laws of the Province of Ontario)

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

As at

March 31, 2011

December 31, 2010

January 1, 2010

 

$

$

$

 

(Unaudited)

(Audited)

(Unaudited)

ASSETS

(Note 6)

(Note 6)

Current Assets

Cash and cash equivalents

1,304

9,809

42,025

Prepaids and sundry receivables

386

717

10,102

 

1,690

10,526

52,127

Other Assets

Investment (Notes 3(b) and 11)

200,000

200,000

300,000

Investment in Global Mineral Investments, LLC (Notes 3 (c) and 14)

485,400

485,400

485,400

Total Assets

687,090

695,926

837,527

LIABILITIES AND SHAREHOLDERS EQUITY

Current Liabilities

Accounts payable and accrued charges

29,103

37,896

24,784

Due to Director (Note 9)

7,000

0

0

Total Liabilities

36,103

37,896

24,784

Shareholders' Equity

Capital Stock

17,268,966

17,268,966

17,268,966

Contributed Surplus

890,684

890,684

890,684

Deficit

(17,508,663)

(17,501,620)

(17,346,907)

Total Equity

650,987

658,030

812,743

Total Liabilities and Shareholders' Equity

687,090

695,926

837,527

Going Concern (Note 2)

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

Approved on behalf of the Board

"Hirsh Kwinter" (signed)

Hirsh Kwinter

Dr. Ezra Franken

Director

"Dr. Ezra Franken ("signed")

Director

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Venga Aerospace Systems Inc.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

Three Months Ended March, 31

Three Months Ended March 31,

 

2011

2010

EXPENSES

Office and general

$

5,659

$

19,112

Professional fees

1,384

100

 

7,043

19,212

Net loss and comprehensive loss for the period

(7,043)

(19,212)

Basic and diluted loss per common share

$

(0.00003)

$

(0.00008)

Weighted average number of shares outstanding

239,171,893

239,171,893

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

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Venga Aerospace Systems Inc.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

Share Capital

Contributed

 

# of Shares

Amount

Surplus

Deficit

Total

Balance January 1, 2010

239,171,893

$

17,268,966

$

890,684

(17,346,907)

$

812,743

Net loss and comprehensive loss for the period

-

(19,212)

(19,212)

Balance March 31, 2010

239,171,893

17,268,966

$

890,684

(17,366,119)

793,531

Net loss and comprehensive loss for the period

(135,501)

(135,501)

Balance December 31, 2010

239,171,893

17,268,966

$

890,684

(17,501,620)

658,030

Net loss and comprehensive loss for the period

(7,043)

(7,043)

Balance March 31, 2011

239,171,893

17,268,966

$

890,684

(17,508,663)

650,987

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

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Venga Aerospace Systems Inc.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW

(Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

Three Months Ended March, 31

Three Months Ended March, 31

 

2011

2010

 

(Note 5)

OPERATING ACTIVITIES

Net Loss

$

(7,043)

$

(19,212)

Changes in non-cash working capital items

Prepaids and sundry receivables

331

(1,366)

Accounts payable and accrued charges

(8,793)

6,009

Cash Flow Used in Operating Activities

(15,505)

(14,569)

FINANCING ACTIVITIES

Loan from Director

7,000

0

Cash Flow From Financing Activities

7,000

0

Net Decrease in Cash

(8,505)

(14,569)

Cash beginning of period

9,809

42,025

Cash end of period

$

1,304

$

27,456

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

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Venga Aerospace Systems Inc.

Notes to the Condensed Interim Consolidated Financial Statements for the Three Month Period Ended March 31, 2011 (Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

1. CORPORATE PROFILE

Venga Aerospace Systems Inc. (the ”Company’) was originally incorporated under the Business Corporations Act (Ontario) by certificates of amalgamation dated April 26, 1979, amalgamating Frodac Mines Ltd., Great Bear Silver Mines Limited and Silver Monarch Mines Limited to become Frodac Consolidated Energy Resources Ltd. On July 25, 1985, the Company changed its name to Global Aerospace Systems Inc. and on November 3, 1987, the Company further changed its name to Venga Aerospace Systems Inc.

In addition, these condensed interim consolidated financial statements include the wholly owned subsidiary Venga Joint Venture Ltd., which is inactive.

2. GOING CONCERN

These financial statements have been prepared in accordance with IFRS applicable accounting principles to the presentation of interim financial statements and to a going concern which assumes that the Company will be able to realize its assets, including the ultimate realization of its long-term investments, and discharge its liabilities in the normal course of business. Recurring sources of revenue have not yet proven to be sufficient. The Company needs to obtain additional financing to enable it to continue its business. In the absence of additional financing, the Company may not have sufficient funds to meet its obligations. Management continues to monitor the cash needs and consider various alternatives to raise additional financing. However, management is reasonably confident but can offer no guarantee that it will be able to secure the necessary financing to enable the Company to continue as a going concern. These financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern. There is no assurance that this will be successful.

If the going concern basis is not appropriate, material adjustments may be necessary in the carrying amounts and/or classification of assets and liabilities and the loss for the period reported in these financial statements.

3. OPERATIONS

(a) Aerospace Unit

The Company, in association with ARINC Incorporated (www.arinc.com), has made an unsolicited proposal to the Canadian government to provide replacement jet aircraft for the Canadian Forces' Snowbirds aerial demonstration squadron. In July of 2007, ARINC advised the Company that as a consequence of ARINC's decision to discontinue its aircraft maintenance division, ARINC was withdrawing from further participation in the Company's Snowbirds' aircraft replacement proposal. As a direct result of the continuing delays in the Canadian government's decision with respect to selecting a program to replace or upgrade the Snowbirds' aircraft, the Company is holding its Snowbirds' aircraft replacement proposal in abeyance pending receipt of a positive response from the Canadian government

(b) 3D Graphics Unit

In November of 2006, the Company entered into a joint venture agreement (the “JV Agreement”) with 3DP North America, Inc., of Kenner, Louisiana; United Business & Capital Services, LLC of Kenner, Louisiana; EKG, LLC of Lafayette, Louisiana and Armadillo Photo Supply, Inc. of Houston, Texas creating a new commercial entity, the 3DP North America Joint Venture (the “New JV”), to provide a range of advanced 3D products and print services for both commercial and consumer customers. The Company retains a 30% ownership interest in the New JV with 3DP North America, Inc., who acts as the managing venturer of the New JV, owning the remaining 70% of the venture. Pursuant

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Venga Aerospace Systems Inc.

Notes to the Condensed Interim Consolidated Financial Statements for the Three Month Period Ended March 31, 2011 (Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

3. OPERATIONS (continued)

(b) 3D Graphics Unit

to the terms of the JV Agreement, and in order to provide the New JV with working or operational capital, the Company advanced $600,000 USD to the New JV. The Company has no management rights or further funding requirements or obligations with respect to the New JV. The Company’s participation in the New JV is limited to the Company’s right to receive 30% of the New JV’s net profits as and when such profits are distributed to the joint venturers in accordance with the terms and provisions of the New JV Agreement. The New JV purchased two, Chinese manufactured, specialized 3D printer / processors, with the first of these 3d printer/processors having been delivered to the New JV's Houston, Texas production facility in January of 2008 and the second of the 3D printer/processors being delivered in March of 2009. In compliance with the terms of the initial purchase agreement in November of 2009, two technicians from the Chinese manufacturers of the 3D printer / processors attended at the New JV's production facility to complete the installation and calibration of the 3D printer / processors. The Chinese manufacturer's technicians were able to complete the installation and the New JV's 3D printer / processors are now operational. As a consequence of both the continuing delays in the New JV becoming operational and the New JV’s outstanding and unfulfilled obligation to pay the Company a licensing fee as required pursuant to the terms of the New JV Agreement, Management elected in 2008 to take a 50 % write down of its investment interest in the New JV and to take a further $100,00 write down of its said investment interest in 2010.

(c) Mining and Resource Unit

The Company initially acquired a 3% interest, together with an option to acquire up to an additional 15% interest, in Global Mineral Investments, LLC (“GMI”), a private U.S. corporation that proposed to lease and develop gold mining concessions in West Africa. On August 31, 2007, GMI was awarded four Class B Gold Mining Licences (the “GMI Mining Licences”) by the Ministry of Lands, Mines and Energy of the Republic of Liberia (the “Ministry”) for four, separate concessions (the “GMI Concessions”) located in the Sanquin Mining Zone in the Republic of Liberia. In consideration for business and management services that the Company rendered GMI, on September 6, 2007, the Company’s ownership interest in GMI was increased from 3% to 4%. In April of 2010, the Company was advised by GMI that the GMI Mining Licences had been renewed by the Ministry until February of 2011.

On October 10, 2008, the Company announced that it entered into a funding and operating agreement (the “Funding Agreement”) with GMI and a number of investors to raise, by way of a non-brokered private placement (the “Offering” or the “Placement”), the sum of $535,000.00 through the issue of 10,700,000 common shares at a price of $0.05 per share. The announced use of the proceeds from the Offering was to fund GMI’s Proposed Dredging Operations (the "Proposed Dredging Operations") that GMI planned to carry out in those portions of the Upper Tartweh River system flowing through the GMI Concessions; to acquire an additional 16% equity interest in GMI (giving Venga a 20% total interest) and for general corporate purposes. The Company and GMI specifically agreed that the Funding Agreement did not create (whether directly or by implication) a partnership between the Company and GMI, nor did the Funding Agreement create, whether directly or indirectly, a joint venture between the parties. Under the terms of the Funding Agreement, the Company secured an immediate 20% investment interest in GMI with:

GMI retaining full and complete operational control of all GMI’s business operations including, but not limited to, the Proposed Dredging Operations and Venga being given management of the financial affairs of the Proposed Dredging Operations;

Venga being given the entitlement to receive an annual financial management fee calculated as

being the greater of $120,000.00 or an amount equal to 1% of all monies received, disbursed or distributed by the Company as the financial manager of the Proposed Dredging Operations;

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Venga Aerospace Systems Inc.

Notes to the Condensed Interim Consolidated Financial Statements for the Three Month Period Ended March 31, 2011 (Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

3. OPERATIONS (continued)

(c) Mining and Resource Unit (continued)

Revenues derived from the recovery of all minerals other than gold, including diamonds, being for

the benefit of all parties to the Funding Agreement so that such revenues will be included in the calculation of the distributable profits from the Proposed Dredging Operations that are payable to such parties pursuant to the terms of the Funding Agreement;

Subject to the approval of the Ministry, the records of the Ministry with respect to the GMI’s

Concessions to be amended to reflect Venga’s direct ownership of these concessions in a percentage that is equal to Venga’s then equity ownership position in GMI;

Venga being granted an option (having expired in October, 2010) to acquire up to an additional 5% equity interest in GMI at a cost of $100,000.00 per 1% so acquired; and

Any additional mining concessions secured or negotiated by GMI or Venga in Liberia or West Africa

to be acquired in the joint names of GMI and Venga reflecting the parties’ equal ownership of such additional concessions.

4. BASIS OF PREPARATION

(a) Statement of Compliance

These condensed interim consolidated financial statements are unaudited and have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ (“IAS 34”) using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). These are the Company’s first IFRS condensed interim consolidated financial statements for part of the period covered by the Company’s first IFRS consolidated annual financial statements for the year ending December 31, 2011. Previously, the Company prepared its consolidated annual and consolidated interim financial statements in accordance with Canadian Generally Accepted Accounting Principles (“GAAP”). These condensed unaudited interim consolidated financial statements follow the same accounting policies and methods of application as the Company's most recent annual financial statement except for those changes recognized on change over to IFRS, as are described in Note 6b discloses the impact, if any, of the transitions to IFRS on the Company's reported financial position, financial performance and cash flows. These condensed unaudited interim consolidated financial statements do not include all the information required for full annual financial statements under IFRS.

(b) Basis of Presentation

These condensed unaudited interim consolidated financial statements have been prepared on the historical cost basis except for certain noncurrent assets and financial instruments, which are measured at fair value, as explained in the accounting policies set out below. Any comparative figures presented in these condensed unaudited interim consolidated financial statements are in accordance with IFRS and have not been audited.

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Venga Aerospace Systems Inc.

Notes to the Condensed Interim Consolidated Financial Statements for the Three Month Period Ended March 31, 2011 (Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

4. Basis of Preparation (continued)

(c) Adoption of New and Revised Standards and Interpretations

The IASB issued a number of new and revised International Accounting Standards, International Financial Reporting Standards, amendments and related interpretations which are effective for the Company’s financial year beginning on or after January 1, 2011. For the purpose of preparing and presenting the financial information for the relevant periods, the Company has consistently adopted all these new standards for the relevant reporting periods.

At the date of authorization of these condensed interim consolidated financial statements, the IASB and IFRIC has issued the following new and revised Standards and Interpretations which are not yet effective for the relevant reporting periods.

• IFRS 9 ‘Financial Instruments: Classification and Measurement’ – effective for annual periods beginning on

or after January 1, 2013, with early adoption permitted, introduces new requirements for the classification and measurement of financial instruments.

IFRS 10 ‘Consolidated Financial Statements’ – effective for annual periods beginning on or after January 1, 2013, with early adoption permitted, establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities.

IFRS 11 ‘Joint Arrangements’ - effective for annual periods beginning on or after January 1, 2013, with early

adoption permitted, provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form.

IFRS 12 ‘Disclosure of Interests in Other Entities’ - effective for annual periods beginning on or after

January 1, 2013, with early adoption permitted, requires the disclosure of information that enables users of financial statements to evaluate the nature of, and risks associated with its interests in other entities and the effects of those interests on its financial position, financial performance and cash flows.

IFRS 13 ‘Fair Value Measurement’ - effective for annual periods beginning on or after January 1, 2013, with early adoption permitted, provides the guidance on the measurement of fair value and related disclosures through a fair value hierarchy.

Management anticipates that the above standards will, where applicable, be adopted in the Company’s financial statements for the period beginning January 1, 2013, and has not yet considered the impact of the adoption of these standards.

5. FIRST TIME ADOPTION OF IFRS

The Company prepares its financial statements in accordance with Canadian generally accepted accounting principles as set out in the Handbook of Canadian Institute of Chartered Accountants (“CICA Handbook”). In 2010, the CICA Handbook was revised to incorporate International Financial Reporting Standards (“IFRS”), and require publicly accountable enterprises to apply such standards effective for years beginning on or after January 1, 2011. Accordingly, the Company has commenced reporting on this basis in these condensed unaudited consolidated interim financial statements. In these condensed interim consolidated financial statements, the term “Canadian GAAP” refers to Canadian GAAP before the adoption of IFRS.

These condensed interim consolidated financial statements have been prepared by the Company in accordance with

IFRS applicable to the preparation of interim financial statements, including IAS 34 - Interim Financial Reporting, and IFRS 1 - First-time Adoption of IFRS. Subject to certain transition elections disclosed in Note 6(a), the Company has consistently applied the same accounting policies in its opening IFRS statement of financial position at January 1, 2010 and throughout all periods presented, as if these accounting policies had always been in effect. Note 6(b) discloses the

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Venga Aerospace Systems Inc.

Notes to the Condensed Interim Consolidated Financial Statements for the Three Month Period Ended March 31, 2011 (Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

5. First Time Adoption of IFRS (continued)

impact of the transition to IFRS on the Company’s reported financial position, financial performance and cash flows, including, if any, the nature and effect of significant changes in accounting policies from those used in the Company’s annual financial statements for the year ended December 31, 2010.

The policies applied in these condensed interim consolidated financial statements are based on IFRS issued and

outstanding as of June 29, 2011, the date that the Board of Directors approved the financial statements. Any subsequent changes to IFRS that are given effect in the Company's annual financial statements for the year ending December 31, 2011 could result in restatement of these condensed interim consolidated financial statements, including the transition adjustments recognized on change-over to IFRS.

IFRS employs a conceptual framework that is similar to Canadian GAAP. The adoption of IFRS has not changed the Company's Statement of Financial Position, Statement of Comprehensive Loss, Statement of Changes in Equity and Statement of Cash Flows as previously reported under GAAP. As noted below, no transitional adjustments were made

when converting from GAAP to IFRS. These condensed interim consolidated financial statements should therefore be

read in conjunction with the Company's audited Canadian GAAP annual financial statements for the year ended December 31, 2010 and the accompanying notes.

6. TRANSITION TO IFRS

The effect, if any, of the Company’s transition to IFRS, is summarized in as follows:

a) Exemptions and exceptions from full retrospective application elected by the Company

A number of optional exemptions from full retrospective application are available to the Company upon adoption of IFRS. The impact or non impact of all these optional exemptions on the Company is listed below:

The Company has applied the following exemptions:

Exemption

Application of exemption

Business Combinations exemption

The Company has applied the business combinations exemption in IFRS 1. It has not restated business combinations that took place prior to January 1, 2010 transition date. No adjustment was required.

The Company has not applied the following exemptions:

Exemption

Reason for not applying the exemption

Compound financial instruments exemption

The Company has not issued any compound instruments. This exemption is not applicable.

Cumulative translation differences exemption

There was no cumulative translation differences previously recorded under Canadian GAAP. This exemption is not applicable.

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Designation

of

financial

assets

and

financial

The Company has no securities classified as available-for-sale investments or as financial assets at the fair value through profit and loss. This exemption is not applicable.

liabilities exemption

 

Employee benefits exemption

 

The Company has no defined benefit plans. This exemption is not applicable.

Exemption from restatement of comparatives for IAS 32 and IAS 39

The Company has no hedging relationships or derivatives. This exemption is not applicable.

Fair value as deemed cost exemption

 

The Company has elected not to measure any items of property, plant and equipment at fair value as at January 1, 2010. This exemption is not applicable.

Fair value measurement of financial assets or liabilities at initial recognition

The Company has not applied the exemption offered by the revision of IAS 39 on the initial recognition of the financial instruments measured at the fair value through profit and loss where there is no active market. This exemption is not applicable.

Share-Based payment transaction exemption

 

The Company has elected not to apply the share-based payment exemption. No adjustment was required.

The Company has applied the following mandatory exceptions from retrospective application:

 

Exception

Description of exception and application to the Company

Assets

held

for

sale

and

discontinued

operations

Assets held for sale or discontinued operations are recognized in accordance with IFRS 5. The Company did not have any assets that met the held-for-sale criteria during the period presented. No adjustment was required.

exception

 

De-recognition

of

financial

assets

and

liabilities

Financial assets and liabilities derecognized before January 1, 2010 are not re-recognized under IFRS. The Company has no financial assets and liabilities that were de-recognized thus the application of this exemption has no impact on the Company.

exception

 

Estimates exception

 

Estimates under IFRS at January 1, 2010 should be consistent with estimates made for the same date under previous GAAP, unless there is evidence that those estimates were in error. No adjustments for estimates have been made.

Hedge accounting exception

 

The Company has never applied hedge accounting. This exception is not applicable.

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Venga Aerospace Systems Inc.

Notes to the Condensed Interim Consolidated Financial Statements for the Three Month Period Ended March 31, 2011 (Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

6. TRANSITION TO IFRS (continued)

b) Reconciliation between IFRS and Canadian GAAP

IFRS employs a conceptual framework that is similar to Canadian GAAP. The adoption of IFRS may result in significant changes to a company's reported financial position, results of operations, and cash flows. Presented below are the Company's determinations as to any reconciliations necessary or required to reconcile IFRS treatment the Company's assets, liabilities, equity, net loss and cash flows as such items may differ from those reported under Canadian GAAP:

Reconciliation of the Statements of Financial Position

There were no material changes to the Statements of Financial Position on adoption of IFRS as at the transition date of January 1, 2010.

Reconciliation of the Statements of Assets, Liabilities and Equity

There were no material changes to the Statements of Assets, Liabilities and Equities for the period ended at March 31, 2010 or for the year ended at December 31, 2010 on adoption of IFRS.

Reconciliation of Loss and Comprehensive Loss

There were no material changes to the Statements of Loss and Comprehensive Loss for the period ended at March 31, 2010 or for the year ended at December 31, 2010 on adoption of IFRS.

Reconciliation of the Statements of Cash Flows

There were no material changes to the Statements of Cash Flows on adoption of IFRS as at the transition date of January 1, 2010.

7. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These condensed unaudited interim consolidated financial statements follow the same accounting policies and methods of application as the Company's most recent annual financial statement.

(a) Principles of Consolidation

The consolidated unaudited interim financial statements include the accounts of Venga Aerospace Systems Inc. ("the Company") and its subsidiary.

b) Basis of Presentation

The Company has prepared these comparative financial statements on a consolidated basis which includes its wholly- owned subsidiary, Venga Joint Venture Ltd.

(c) Use of Estimates

The preparation of these consolidated financial statements, in conformity with Canadian generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from these estimates. Significant estimates include prepaid expenses and certain accrued liabilities.

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Venga Aerospace Systems Inc.

Notes to the Condensed Interim Consolidated Financial Statements for the Three Month Period Ended March 31, 2011 (Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

7. Summary of Significant Accounting Policies (continued)

(d) Financial Instruments

Fair Value

The Company's financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities and loan from a director. Fair value is the amount at which a financial instrument could be exchanged between willing parties, based on the current markets for instruments with the same risk, principal and remaining maturity. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.

Fair Value Measurements Using

Quoted prices in active markets for identical instruments (Level 1)

Significant other observable inputs

(Level 2)

Significant

unobservable

inputs

(Level 3)

Balance March 31, 2011

 

$

$

$

$

Cash

1,304

-

-

1,304

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are not observable for the asset or liability, either directly(i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

The fair values of other financial instruments, which include accounts receivable, accounts payable and accrued liabilities and loan from director approximate their carrying values due to the relatively short-term maturity of these instruments.

Risk

The Company has exposure to a credit risk; liquidity risk; foreign currency risk and interest risk from its use of financial instruments. The Company's cash is held in major Canadian banks and their subsidiaries. Management approves and monitors the risk management process. There has been no change in the Company's risk management process for the period ending March 31, 2011 or for the year ended December 31, 2010.

Credit Risk

Credit risk represents the financial loss that the Company would experience if a counterparty to a financial instrument failed to meet its obligations to the Company. Cash consists of cash bank balances held in a major Canadian financial institution. As a result, there is no significant credit risk related to the Company's assets. The carrying amounts of this financial asset represent the maximum credit exposure.

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Venga Aerospace Systems Inc.

Notes to the Condensed Interim Consolidated Financial Statements for the Three Month Period Ended March 31, 2011 (Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

7. Summary of Significant Accounting Policies (continued)

(d) Financial Instruments (continued)

Liquidity Risk

The Company ensures, including arranging a loan from a director, that there is sufficient capital in order to meet short- term business requirements after taking into account the Company's holdings of cash. The Company's cash is held in major Canadian banks and their subsidiaries. As at March 31, 2011, the Company had cash of $1,304 and thus the Company faces a liquidity risk.

Foreign Currency Risk

While the Company's functional currency is the Canadian dollar, the Company is subject to normal market risks including fluctuations in foreign exchange rates. The Company has not entered into any derivatives or contracts to hedge or otherwise mitigate this exposure. As at March 31, 2011 and 2010, the Company held no financial instruments subject to foreign exchange rates.

Interest Rate Risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The risk that the Company will realize a loss due to a change in interest rates is limited because the Company as of March 31, 2011, had no interest bearing financial assets or liabilities.

(e) Income Taxes

The Company uses the asset and liability method of accounting for income taxes under which future tax assets and liabilities are recognized for differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using substantively enacted tax rates in effect in the year in which those temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized as part of the provision for income taxes in the year that includes the enactment date. A valuation allowance is recorded to the extent there is uncertainty regarding realization of future tax assets.

(f) Translation of Foreign Currencies

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange prevailing at the year end, non-monetary assets and liabilities are translated at historical rates and revenue and expenses are translated at the rate of exchange in effect on the transaction dates. Exchange gains and losses arising on translation of monetary items are included in income in the year in which they occur.

(g) Long-term Investments

Long-term investments are recorded at cost. Long-term investments classified as held-to maturity financial instruments, are valued at amortized cost, with changes in valuation charged to operations. Long-term investments classified as available-for-sale financial instruments, are valued at fair market value, with changes in valuation charged to comprehensive income. Gains and losses are recognized when investments are sold. Income is recognized only to the extent dividends are received.

h) Impairment of Long-lived Assets

Long-lived assets, including capital assets, are amortized over their useful lives. The Company reviews long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount may not be

16

recoverable. If the sum of the undiscounted cash flows expected to result from the use and eventual disposition of a group of assets is less than its carrying amount, it is considered impaired. An impairment loss is measured as the amount by which the carrying amount of the group of assets exceeds its fair value.

(i) Basic and Diluted Loss per Share

The Canadian Institute of Chartered Accountants ("CICA") recommends the use of the treasury stock method in

computing earnings/loss per share. Under this method, basic loss per share is computed by dividing earnings available

to common shareholders by the weighted average number of common shares outstanding during the year. In computing

the loss per share on a fully diluted basis, the treasury stock method assumes that proceeds received from in-the-

money stock options are used to repurchase common shares at the prevailing market rate. The weighted average number of common shares outstanding during the period was 239,171,893 (2010 - 239,171,893).

(j) Revenue Recognition

Revenue is earned from the provision of consulting services, licence fees and if and when the Company receives its share of profits from the Company's 3D graphics and mining and resources business units . The Company recognizes revenue from consulting services when performance of the consulting services are complete and recognizes revenue from the Company's 3D graphics and mining and resources business units when such profit distributions are received. The licence fees represent fees that the New JV is contractually required to pay the Company for use of the Company's CLIK 3D trade name.

8. CAPITAL STOCK

Authorized:

Unlimited common stock and special shares without par value

Issued:

March 31, 2011

March 31, 2010

239,171,893

239,171,893

$17,268,966

$17,268,966

As of March 31, 2011, the Company had not issued any warrants or options nor were there any outstanding warrants or options.

9. RELATED PARTY TRANSACTIONS

A director of the Company advanced the Company the sum of $7,000 as a loan due and payable on demand which loan

is non - interest bearing. These funds were to be used by the Company for it's ongoing corporate and business

operations.

10. CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern to pursue the development of its three business segments and to maintain a flexible capital structure which optimizes the cost of capital within a framework of acceptable risk. In the management of capital, the Company includes share capital, contributed surplus and deficit.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents.

The Company is dependent on the capital markets and potential private investors as its sole source of operating capital and the Company’s capital resources are largely determined by the strength of the junior public markets and by the status of the Company’s projects in relation to these markets and its ability to compete for investor support of its projects.

17

Venga Aerospace Systems Inc.

Notes to the Condensed Interim Consolidated Financial Statements for the Three Month Period Ended March 31, 2011 (Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

11. INVESTMENT IN NEW JV

The Company, which holds a 30% interest in the New JV has no management rights or ongoing funding requirements or obligations with respect to the New JV. The Company's participation in the management and operation of the New JV is limited to the Company's right to receive 30% of the New JV's net profits or losses as and when such profits or losses are distributed to the joint venturers in accordance with the terms and provisions of the New JV Agreement. The Company is only liable to the extent of its investment and is indemnified from the other joint venturers for any excess losses and liabilities. Upon termination of the New JV, the Company is entitled to its capital account share in net assets of the New JV.

12. VENGA'S LICENCE FEE

Pursuant to the terms of the New JV Agreement, the Company granted the New JV a licence (the "Venga Licence") during the currency of the New JV Agreement to use, market, operate and commercially exploit the business trade name 'CLIK 3D'. In consideration of the Company's granting of the Venga Licence, the New JV agreed to pay Venga, the sum of fifty thousand ($50,000.00) dollars (the "Venga Licence Fee") each year or part year during the currency of the New JV Agreement. Notwithstanding the terms of the New JV Agreement, the New JV has failed to pay the Company the required Venga Licence Fee for the years 2006 through 2010. The Company has advised the New JV that the Company is not waiving any right to recover any portion of the accumulated, unpaid and outstanding amount for the Venga Licence Fee and that the Company is and continues to regard the accumulated, unpaid and outstanding amount for the Venga Licence Fee a valid, legal debt owed by the New JV to the Company.

13. IMPAIRMENT OF LONG TERM INVESTMENT

In fiscal year 2008, as a direct consequence of the accumulated and unexpected delays that the New JV (notes 3(b) and 8) has encountered in becoming operational, management decided to record approximately 50% as a write-down of the Company's investment interest in the New JV. As a result of the further delays that the New JV has experienced in becoming operational Management decided in 2010 to a further $100,00 write-down of the Company's investment in the New JV.

14. INVESTMENT IN PRIVATE COMPANY

Pursuant to the terms and provisions of the Funding Agreement, the Company, currently has a 20% (March 31, 2010 - 20%) interest. The Funding Agreement provides that the Company will participate in the profits generated through GMI’s business operations in an amount that is equal to the Company’s then investment/equity interest in GMI. Aside from the Company’s management of the financial aspects of the Proposed Dredging Operation, for which the Company is entitled to receive a management fee in accordance with the terms of the Funding Agreement, the Company has no management rights or ongoing funding requirements with respect to GMI or the Proposed Dredging Operation. The Company and GMI have specifically agreed that no term, condition or provision in the Funding Agreement will act to, or be deemed to, create or establish in law, or otherwise, a form of partnership between GMI and the Company nor will the terms, conditions and provisions of the Funding Agreement create, or be deemed to create or establish, in law or otherwise, a joint venture between the Company and GMI with respect to the Proposed Dredging Operation or otherwise.

18

Venga Aerospace Systems Inc.

Notes to the Condensed Interim Consolidated Financial Statements for the Three Month Period Ended March 31, 2011 (Expressed in Canadian Dollars) (Unaudited - Prepared by Management)

15. INCOME TAX

The Company has accumulated losses for income tax purposes totaling approximately $1,041,872 for which the tax benefits have not been recognized in the financial statements. These losses can be deducted from future years' taxable income and expire as follows:

$

2014

345,277

2015

244,780

2026

219,473

2027

82,446

2028

60,824

2029

34,359

2030

54,713

1,041,872

16. SUBSEQUENT EVENTS

On April 11, 2011, the Company announced that GMI had signed a funding and operational agreement (the "Operational Agreement") with Kiwi, Inc., a Liberian based mining company to fund and manage GMI's planned land based mining operations at GMI's Kumasi Hill 15 and Kumasi Hill 18 concessions("GMI's Planned Land Based Operations") located in Sinoe County, Liberia. Pursuant to the terms of the Operational Agreement, Kiwi, Inc. has agreed to provide $10 Million of financing to fund GMI's Planned Land Based Operations (the "Operational Funding") and to commence full mining operations at GMI's two Kumasi Hill sites by October 1, 2011. The Operational Agreement further provides that Kiwi, Inc. will have full operational management of GMI's Planned Land Based Operations, with all profit derived from such operations being divided equally between Kiwi, Inc. and GMI. The Operational Agreement specifically requires Kiwi, Inc. to make the Operational Funding available for GMI's Planned Land based Operations by September 5, 2011, failing which, the Operational Agreement will be deemed to be null and void.

The Company further announced on April 11, 2011 that GMI will continue to manage the ongoing dredging operations being carried on in the Dugbe River system and that GMI will retain all profits derived from such dredging operations.