VENGA AEROSPACE SYSTEMS INC.

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2008
Venga Aerospace Systems Inc.
(Incorporated under the laws of the Province of Ontario)

Consolidated Balance Sheets as at September 30, 2008

(With Comparative Figures for the Year Ended December 31, 2007)
____________________________________________________________________________________________

September 30, 2008 December 31, 2007

(Unaudited) (Audited)
ASSETS
Current Assets
Cash $ 28,703 $ 31,159
Accounts receivable and sundry assets 15,118 5,118
43,821 36,277
Other Assets
Investment (note 7) 600,000 600,000
Investment in Global Mineral Investments, LLC (note 8) 50,400 50,400

Total Assets $ 694,221 $ 686,677

LIABILITIES
Current Liabilities
Accounts payable and accrued charges $ 29,240 $ 21,726
Deferred revenue 3,579 3,579
Due to Shareholder (note 11) 10,282 0
Due to Director (note 11) 20,000 0
63,101 25,305

SHAREHOLDERS’ EQUITY

Capital stock (note 9) 16,723,966 16,723,966

Contributed surplus 890,684 890,684

Deficit (16,983,530) (16,953,278)

631,120 661,372
Total Liabilities and Shareholders’ Equity $ 694,221 $ 686,677

Going Concern (note 2 )

Approved on behalf of the Board

“ Hirsh Kwinter” Director “Dr. Ezra Franken” Director

See accompanying notes

Venga Aerospace Systems Inc.
Consolidated Statement of Operations and Deficit
for the Three Month Period Ended September 30, 2008
(With Comparative Figures for the Three Month Period Ended September 30, 2007)
UNAUDITED

_____________________________________________________________________________________________

September 30, 2008 September 30, 2007

(Restated)

Sales and Other Income $ 0 $ 33,964

Cost of Goods Sold 0 4,953
Gross Profit 0 29,011

Expenses
Professional fees 0 108
General and administrative 2,503 44,443
2,503 44,551

Net Loss (2,503) (15,540)

Deficit, Beginning of period (16,961,082) (16,967,083)

Deficit, End of period $ (16,983,530) $ (16,982,623)

Loss Per Common Share $ (0.00001) $ (0.00007)

Venga Aerospace Systems Inc.

Consolidated Statement of Cash Flows

for the Three Month Period Ended September 30, 2008
(With Comparative Figures for the Three Month Period Ended September 30, 2007)
UNAUDITED
____________________________________________________________________________________________
September 30, 2008 September 30, 2007
(Restated)

OPERATING ACTIVITIES

Net loss $ (2,503) $ (15,540)

Adjustments for non-cash items
Deferred revenue amortization: 0 (25,050)

Changes in non-cash assets and liabilities 155 30,948

CASH PROVIDED (USED) IN OPERATING ACTIVITIES (2,348) (9,642)

FINANCING ACTIVITIES

Loan From Shareholder 10,282 0

Loan from Director 10,000 0

CASH PROVIDED BY FINANCING ACTIVITIES 20,282 0

NET CHANGE IN CASH 17,934 (9,642)

CASH, Beginning of period $ 10,769 $ 45,694

CASH, End of period $ 28,703 $ 36,052

Venga Aerospace Systems Inc.
Consolidated Statement of Operations and Deficit
for the Nine Month Period Ended September 30, 2008
(With Comparative Figures for the Nine Month Period Ended September 30, 2007)
UNAUDITED

_____________________________________________________________________________________________

September 30, 2008 September 30, 2007

(Restated)

Sales and Other Income $ 0 $ 33,964

Cost of Goods Sold 0 4,953

Gross Profit 0 29,011

Expenses
Professional fees 14,249 15,425
General and administrative 16,003 123,920
30,252 139,345

Net Loss (30,252) (110,334)

Deficit, Beginning of year (16,953,278) (16,872,289)

Deficit, End of period $ (16,983,530) $ (16,982,623)

Loss Per Common Share $ (0.0001) $ (0.0004)

Venga Aerospace Systems Inc.

Consolidated Statement of Cash Flows

for the Nine Month Period Ended September 30, 2008
(With Comparative Figures for the Nine Month Period Ended September 30, 2007)
UNAUDITED
____________________________________________________________________________________________
September 30, 2008 September 30, 2007
(Restated)

OPERATING ACTIVITIES

Net loss $ (30,252) $ (110,334)

Adjustments for non-cash items
Deferred revenue amortization: 0 1,493
Changes in non-cash assets and liabilities (2,486) 91,393

CASH PROVIDED (USED) IN OPERATING ACTIVITIES (32.738) (20,434)

FINANCING ACTIVITIES

Loan from Shareholder 10,282 0

Loan from Director 20,000 0

CASH PROVIDED BY FINANCING ACTIVITIES 30,282 0

NET CHANGE IN CASH (2,456) (20,434)

CASH, Beginning of year $ 31,159 $ 56,486

CASH, End of period $ 28,703 $ 36,052

Venga Aerospace Systems Inc.
Notes to the Consolidated Financial Statements
for the Nine Month Period Ended September 30, 2008

1. THE COMPANY

The Company was incorporated under the Business Corporations Act (Ontario) by certificate 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, it 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 consolidated financial statements include the wholly owned subsidiary Venga
Joint Venture Ltd., which is inactive.

2. GOING CONCERN

These consolidated interim financial statements have been prepared in accordance with Canadian
generally accepted accounting principles applicable 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. ACCOUNTING ERROR – RETROSPECTIVE RESTATEMENT

During 2007, the Company changed its accounting policy for the treatment of its investment in 3DP
North America Joint Venture (the "New JV"). In the prior period, when the investment arose, it was
accounted for using the proportionate consolidation method applicable to joint ventures, whereby
the Company's proportionate share of revenues, expenses, assets and liabilities were included in
the Company's accounts. In the current period, this same investment has been accounted for using
the cost method. It was determined that the cost method was a more appropriate method to use as
the New JV does not meet the definition of a joint venture, as defined in CICA Handbook section
3055 Interests in Joint Ventures. Furthermore, it was determined that because the Company does
not have significant influence over the New JV investment, the equity method would not be
appropriate either. The financial statements of 2006 have been restated to correct this error. The
effect of the restatement on those financial statements is summarized below.

2007 Opening Balance Deficit Reconciliation

$
DEFICIT – END OF YEAR 2006 -
As previously stated (16,883,559)
 Accounting error 11,270
DEFICIT – BEGINNING OF YEAR 2007 (16,872,289)

4. OPERATIONS
a. Aerospace Unit

Venga’s aeronautics division was engaged in the development of a full scale, composite jet
drone/aircraft known as the TG-10 Brushfire. In May of 1998, a full-scale prototype of the
Company’s drone/aircraft was completely destroyed in a fire. Further development of Venga’s
composite drone/aircraft program has been held in abeyance, pending the securing of adequate
funding for the program.

On June 17, 2004, the Company entered into a development agreement with Air Combat Warfare
International (“ACWI”) of Ayr, Ontario, wherein both parties agreed to make coordinated efforts to
attempt to exploit ACWI’s existing and potential head and sub-contracts to supply flight and combat
support services for the U.S. military and the military forces of Canada and various other NATO
countries. The Company’s development agreement with ACWI expired on April 3, 2008 and the
Company is taking no further actions to exploit any potential contracts with or through ACWI.

The Company has an outstanding unsolicited proposal to the Canadian government to provide
replacement jet aircraft for the Canadian Forces’ Snowbirds aerial demonstration squadron. As a
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 “New 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 business venture, 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 markets. The Company has 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
business venture. Pursuant to the terms of the New JV Agreement, the Company advanced
$600,000 USD of capital to the New JV and upon termination of the New JV, the Company is
entitled to its capital account share in assets of 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 Company is only liable to the extent of its investment
and is indemnified from the other joint venturers for any excess losses and liabilities. The New JV
has entered into a purchase agreement to acquire two specialized 3D print / processors and subject
to the terms of this purchase agreement has paid deposits towards the purchase of this equipment.
In January of 2008, the first of the specialized 3D print / processors was delivered to the New JV’s
Houston, Texas production facility. The second of the purchased 3D print / processors is expected
to be delivered before the end of the 2008 calendar year.

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 proposes
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 for four, separate concessions (the “GMI Concessions”)
located in the Sanquin Mining Zone, Sinoe County in the Republic of Liberia. In consideration of
services that the Company rendered GMI, on September 6, 2007, the Company’s ownership
interest in GMI was increased from 3% to 4%.
On March 12, 2008 the Company signed an agreement with GMI (the “Venga / GMI Funding Agreement”)
wherein the parties agreed that in consideration of the Company providing GMI with one million dollars
USD in financing (the “GMI Funding”) for GMI’s proposed gold dredging operation in those portions of the
Upper Tartweh River that flows through the GMI Concessions (the “Proposed Dredging Operations”), the
Company’s equity ownership interest in GMI would be increased to 25%; the Company would be granted a
gross overriding royalty on all revenues derived from the Proposed Dredging Operations (the “GMI
Royalty”) and the Company would be given full and complete control and manage of all financial aspects of
the Proposed Dredging Operation. The parties further agreed that all rights to any other mining concession
in Liberia and West Africa that the parties wished to secure would be registered in the Company’s sole
name.

On March 12, 2008, the Company signed a term sheet (the “Term Sheet”) with Anchor Securities Limited of
Toronto, Canada (“Anchor Securities”) wherein the Company would receive up to $1.75 million CDN (the
“Issue Amount”) in financing. Investors providing the Issue Amount would receive units that were
comprised of common shares, warrants and a participatory share in a gross overriding royalty (“GOR”) on
the revenues derived from the Proposed Dredging Operations (the “Calculated Revenues”). Each investor
will receive a pro rata share of the GOR which starts at 8% of the Calculated Revenues and then is
reduced, first to 4% and then to 2% of the Calculated Revenues as certain, specified distribution milestones
are reached to a maximum return or payout to the investors of $17.5 million CDN. In addition, the GOR
provides that all net revenues derived from the Proposed Dredging Operations are paid to the investors
until the investors have received distributions totaling the Issue Amount. To insure that the investors receive
payment of the GOR in accordance with the Term Sheet, the Company has agreed and warranted in the
Term Sheet to hold the GMI Royalty for the benefit of the investors and to pay the proceeds of the GMI
Royalty to the investors in accordance with the terms and provisions of the GOR as set out in the Term
Sheet. The financing contemplated by the Term Sheet is conditional on the Company securing the TSX
Venture Exchange’s approval of a private placement that would see the issue of 35 million common shares
at $0.05 per share, plus the issue of a similar number of warrants, that are exercisable for a period of two
years at a rate of two warrants for one common share at a price of $0.15 per share. The Company
announced that it would use the net proceeds of the Issue Amount to provide the Company with general
working capital and, pursuant to the terms and conditions of the Venga / GMI Funding Agreement, to
increase the Company’s equity position in GMI to 25% and finance the Proposed Dredging Operations.

On April 11, 2008 the Company announced that the Term Sheet had lapsed. The Company further
announced that it was in continuing discussions with Anchor Securities with respect to the raising of
financing for the Proposed Dredging Operations and that these discussions included the possible extension
of the terms of the original Term Sheet and the possibility of the parties securing a NI 43 – 101 compliant
technical report that would analyze and estimate the levels of mineralization of the GMI Concessions. As
direct result of the lapse of the Term Sheet, the Venga / GMI Funding Agreement also lapsed and the
Company’s equity interest in GMI remained at 4%.

In July of 2008, the Company was advised by GMI that the GMI Mining Licences had been renewed by the
Ministry for an additional one year period.

On September 17, 2008, the Company announced that it had discontinued discussions with Anchor
Securities and was actively pursuing other opportunities to raise the necessary financing for the Proposed
Dredging Operations. On September 17, 2008, the Company further announced that the series of
agreements the Company had entered with unsecured creditors pursuant to TSX Venture Exchange’s
Policy 4.3 – Shares for Debt which had been announced in the Company’s press release dated March 12,
2008 had, on the agreement of the unsecured creditors to cancel such debts, been cancelled.

d. Regulatory Matters

By correspondence dated August 20, 2008 from the TSX Venture Exchange (the “Exchange”) the
Company was advised that further to the Exchange’s Compliance & Disclosure Department’s ongoing
review program for listed issuers the Company was required prior to September 19, 2008 to: file a notice of
meeting and record date on SEDAR for a proposed annual general meeting; provide, information as to the
status of the proposed shares for debt transaction disclosed in the Company’s March 12, 2008 press
release status and update the Company’s website. The Company responded fully to the Exchange’s
 stated requirements and, in particular, called an annual general meeting for November 24, 2008.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Principles of Consolidation

These consolidated interim financial statements include the accounts of the Company and its
wholly-owned subsidiary, Venga Joint Ventures Ltd.

b. Basis of Presentation

The Company has prepared these comparative interim 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 interim 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 interim 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

d. Financial Instruments

The Company classifies all financial instruments. The Company classifies cash, accounts
receivable, accounts payable and accrued liabilities as held for trading financial instruments.
Investments with a maturity date and fixed or determinable payments that the entity has the positive
intention and ability to hold to maturity are classified as held-to maturity financial instruments.
Investments that do not have fixed terms or determinable payments and are not actively bought and
sold for the purpose of profit taking, are classified as available-for-sale financial instruments

e. Income Tax

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 end of the quarter (September 30, 2008), 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 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. At September 30, 2008, no such impairment
has occurred.

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 at September 30, 2008 was
228,271,893 (September 30, 2007 - 228,271,893).

j. Revenue Recognition

Revenue is earned from the provision of consulting services; licence fees and providing 3D film print
/ processing services. The Company recognizes revenue from consulting services when
performance of the consulting services are complete and recognizes revenue from the provision of
3D film print / processing services when the printed 3D images are shipped to the customer.
Deferred revenue is amortized to income as it is earned. The licence fees represent an annual fee
that the New JV is required to pay the Company for use of the Company’s CLIK 3D trade name.

k. Comparative Figures

The Company has restated the September 30, 2007 comparative figures to reflect the change in
deficit at the beginning of the year due to the previously noted accounting error.

5. RECENTLY RELEASED AND ADOPTED CANADIAN ACCOUNTING STANDARDS

On January 1, 2007, the Company adopted the revised CICA Handbook Section 1506, Accounting
Changes. Under the revised section, voluntary changes in accounting policy are permitted only if
they result in financial statements which provide more reliable and relevant information. Accounting
policy changes are applied retrospectively unless it is impractical to determine the period or
cumulative impact of the change. Corrections of prior period errors are applied retrospectively and
changes in accounting estimates are applied prospectively by including these changes in earnings.
The guidance was effective for all changes in accounting policies, changes in accounting estimates
and corrections of prior periods errors initiated in periods beginning on or after January 1, 2007.
This new standard did not affect the Company's consolidated financial statements for the year
ended December 31, 2007 and for the period ended September 30, 2008.

On January 1, 2007, the Company prospectively adopted CICA Handbook Section 1530,
Comprehensive Income. Comprehensive income is the change in a company’s net assets that
results from transactions, events and circumstances from sources other than the company’s
shareholders and the company’s net income and Other Comprehensive Income. Other
Comprehensive Income includes items that would not normally be included in net earnings such as
unrealized gains or losses on available-for-sale investments. There were no such items recognized
in comprehensive income for the year ended December 31, 2007 and for the period ended
September 30, 2008.
The company also prospectively adopted CICA Handbook Section 3251, Equity which establishes
standards for the presentation of equity and changes in equity during the reporting period, effective
for fiscal years beginning October 2006. This standard had no impact on the Company's
consolidated financial statements for the year ended December 31, 2007 and for the period ended
September 30, 2008.

On January 1, 2007, the Company prospectively adopted CICA Handbook Section 3855, Financial
Instruments – Recognition and Measurement. In accordance with this new standard the Company
now classifies all financial instruments as either held-to-maturity, available-for-sale, held for trading
or loans and receivables. This new standard did not affect the Company's consolidated financial
statements for the year ended December 31, 2007 and for the period ended September 30, 2008.

On January 1, 2007, the Company prospectively adopted CICA Handbook Section 3865, Hedges.
This new standard specifies the criteria under which hedge accounting can be applied and how
hedge accounting can be executed. Company has not designated any hedging relationships. This
new standard did not affect the Company's consolidated financial statements for the year ended
December 31, 2007 and for the period ended September 30, 2008.

As of January 1, 2008, the Company was required to adopt CICA Handbook Section 3031,
Inventories. This new standard provides guidance on the determination of cost and its subsequent
recognition as an expense, including any write-down to net realizable value. This new standard did
not affect the Company's consolidated interim financial statements for the period ended September
30, 2008.

As of January 1, 2008, the Company was required to adopt CICA Handbook Sections 3862,
Financial Instruments – Disclosures; 3863, Financial Instruments – Presentation; 1535, Capital
Disclosures and 1400, General Standards of Financial Statement Presentation. The Company has
assessed the impact of these new standards and the required additional disclosure and has
determined that the adoption of this new section has no material impact on the Company’s
consolidated interim financial statements for the period ended September 30, 2008.

As of January 1, 2009, the Company was required to adopt CICA Handbook Section 3064 Goodwill
and Intangible Assets which replaces CICA Handbook Sections 3062 Goodwill and Other Intangible
Assets and Section 3450 Research and Development Costs. The Company has assessed the
impact of these new standards on its consolidated financial statements and has determined that the
adoption of this new section does not have a material impact on its consolidated interim financial
statements for the period ended September 30, 2008.

In December 2006, the CICA issued Handbook Section 1535, “Capital Disclosures”, effective for
annual and interim periods beginning on or after October 1, 2007. This new section requires
disclosure of (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative
data about what the entity regards as capital; (iii) whether the entity has complied with any capital
requirements; and (iv) if it has not complied, the consequences of such non-compliance.
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.
The Company is not subject to externally imposed capital requirements.

6. FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash, accounts receivable, investments, accounts
payable and accrued liabilities. It is the opinion of management that the Company is not exposed to
significant interest risk arising from its financial instruments. The fair values of these financial
instruments approximate their carrying values, unless otherwise noted.

Foreign Currency Risk:

Consulting contracts billed in U.S. dollars by the Company are recorded at the exchange rate in
effect at the time of sale, and are collected on standard trade payable terms. Excess U.S. dollar
balances are converted to Canadian dollars on a regular basis. The Company does not enter into
foreign currency hedges. Further devaluation in the U.S. dollar relative to the Canadian dollar could
impact the Company's ability to continue at current sales growth rates and attain cash positive
operations as substantially all of the sales contracts are denominated in U.S. dollars.

7. 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. Management has elected not to increase the value of
the Company’s interest in the New JV resulting solely from any change in foreign currency rates
until such time as the New JV becomes operational.

8. INVESTMENT IN PRIVATE COMPANY

As of September 30, 2008, the Company, held a 4% interest and an option to acquire up to an
additional 15% interest in GMI, a private U.S. corporation engaged in the leasing and development
of gold mining concessions in West Africa. On August 31, 2007, GMI was awarded the GMI Mining
Licences by the Ministry.

9. CAPITAL STOCK

Authorized: Unlimited common and special shares without par value

Issued: September 30, 2008 September 30, 2007

228,271,893 228,271,893
$16,723,966 $16,723,966

10. INCOME TAXES

The Company has accumulated losses for income tax purposes totaling approximately $1,160,455 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:
 $
2008 109,455
2009 47,853
2018 113,718
2014 345,277
2015 244,780
2026 219,473
2027 80,428
1,160,984

10. SUBSEQUENT EVENTS

On October 10, 2008 the Company announced that it has 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; to acquire an
additional 16% equity interest in GMI (giving Venga a 20% total interest) and for general corporate
purposes. Under the terms of the Funding Agreement:

• GMI is granted full operational control of the Proposed Dredging Operations with Venga
being given, full management and control of all aspects related to the financial affairs of the
Proposed Dredging Operations;
• Venga will be entitled 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;
• Revenues derived from the recovery of all minerals other than gold, including diamonds, will
be for the benefit of all parties to the Funding Agreement so that such revenues will be
included in the calculation of the distributable profit payable to such parties flowing from the
Proposed Dredging Operations;
• The records of Liberia’s Ministry of Lands, Mines and Energy with respect to the GMI’s
Concessions will 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 has been granted an option over the next two years 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 will be acquired in the joint names of GMI and Venga reflecting the parties’
equal ownership of such additional concessions.

On October 17, 2008, the Company announced that its Placement had been oversubscribed by $10,000
with 10,900,000 common shares expected to be issued for aggregate gross proceeds of $545,000.

On October 21, 2008, the Company announced that the Exchange had accepted for filing documentation
with respect to the Placement and that pursuant to this acceptance, on closing, the Company would be
issuing 10,900,000 common shares for gross proceeds of $545,000. The Company further announced
that all shares issued pursuant to this Placement would be subject to a hold period that expires four months
after closing.

On October 22, 2008, the Exchange’s Compliance & Disclosure Department’s advised the Company that
as result of information provided and actions instituted by the Company, no further information or action
was required with respect to the items set out in the Exchange’s letter dated August 20, 2008.

11. DUE TO DIRECTOR AND SHAREHOLDER

Dr. Ezra Franken advanced the sum of $10,000 on behalf of Company to Anchor Securities as a
refundable advance of fees that were payable by Venga to Anchor Securities in the event of the closing of
the Term Sheet. These monies are repayable by the Company to Dr. Franken on demand and without
interest. Dr. Franken advanced the Company a further $10,000 for use towards general corporate
purposes. These monies are repayable by the Company to Dr. Franken on demand and without interest.

A shareholder of the Company advanced the Company the sum of $10,000 for use towards general
corporate purposes. These monies are repayable by the Company to the shareholder on demand and
without interest.