Consolidated Financial Statements

June 30, 2004


NEW GUINEA GOLD CORPORATION

Consolidated Financial Statements

June 30, 2004




Unaudited Interim Financial Statements

In accordance with National Instrument 51-102 released by the Canadian Securities Administrators the Company discloses that its external auditors have not reviewed the unaudited financial statements for the period ended June 30, 2004.

David W. Raftery Suite 209 t: 604-687-0387
Chartered Accountant 470 Granville Street f: 604-687-0387
raftery@telus.net Vancouver,BC
V6C 1V5



Notice to Reader

I have compiled the consolidated balance sheet of New Guinea Gold Corporation as at June 30, 2004,
And the statement of operations and deficit and the statement of changes in cash flows for the six months then ended from information provided by management.

I have not audited, reviewed or otherwise attempted to verify the accuracy or completeness of such information. Accordingly, readers are cautioned that these statements may not be appropriate for their purposes.


David Raftery


"David Raftery"

Chartered Accountant

Vancouver, British Columbia
August 28, 2004



Consolidated Balance Sheets
Consolidated Statements of Operations and Deficit
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Also available as a PDF File (136K)


NEW GUINEA GOLD CORPORATION

Consolidated Balance Sheets
As at
(Unaudited - See Notice to Reader)


June 30,
2004
December 31,
2003
(audited)

$
$
A S S E T S
Current Assets


Cash and short-term deposits
1,689,020)
2,838,230)
Amounts receivable
85,864)
24,864
Prepaid expenses
1,450)
21,173
Marketable securities (note 7 )
147,600)
54,000

1,923,934)
2,938,267)



Due from related party
47,993)
-
Advances to joint venture (note 6)
201,425)
-
Mining deposits receivable
26,338)
21,367)
Equipment (note 3)
349,855)
99,600)
Mineral properties (note 5)
699,050)
414,123)

3,248,595)
3,473,357)



L I A B I L I T I E S
Current Liabilities


Accounts payable and accrued liabilities
63,315)
78,142)
Due to related parties
35,566)
490,822)

98,881)
568,964)



S H A R E H O L D E R S' E Q U I T Y



Share capital (note 4(a))
13,481,320)
12,940,207)
Contributed surplus
866,193)
866,193)
Deficit
(11,197,799)
(10,902,007)

3,149,714
2,904,393)

3,248,595
3,473,357)
Continuing operations (note 1)




Approved on behalf of the Board of Directors:



"Robert D. McNeil"

"Judith O'Quinn"

NEW GUINEA GOLD CORPORATION

Consolidated Statements of Operations and Deficit
For the period ended June 30
(Unaudited - See Notice to Reader)


2004
2003

Six
months
ended
June 30
Three
months
ended
June 30
Six
months
ended
June 30
Three
months
ended
June 30

$
$
$
$
Expenses




Amortization
23,429
23,144
1,000)
825)
Bank charges and interest
22,172)
14,903
7,293)
7,293)
General exploration
212)
212
-
-
Office
17,889)
1,538
16,085)
9,941)
Professional fees
21,269)
20,723
15,548)
8,239)
Rent
6,705)
3,383
3,050)
2,375)
Shareholder communications
47,567)
47,372
-
-
Transfer agent and regulatory fees
28,934)
15,850
12,193)
5,625)
Wages and benefits
55,810)
34,522
27,014)
12,987)
(Gain) Loss on foreign exchange
65,530
88,703
8,540)
8,540)
Write-down of mineral property costs
15,551)
15,551
-
-
Interest income
(9,276)
(6,272)
(794)
(591)





Net loss for the period
(295,792)
(259,629)
(89,929)
(55,234)
Deficit - beginning of period
(10,902,007)
(10,938,170)
(10,220,388)
(10,255,083)
Deficit - end of period
(11,197,799)
(11,197,799)
(10,310,317)
(10,310,317)





Loss per share
(0.01)
(0.01)
(0.00)
(0.00)





Weighed average number of shares outstanding
47,544,778
49,040,890
24,579,169
25,717,014

NEW GUINEA GOLD CORPORATION

Consolidated Statements of Cash Flows
For the Period Ended June 30
(Unaudited - See Notice to Reader)


2004
2003

Six
months
ended
June 30
Three
months
ended
June 30
Six
months
ended
June 30
Three
months
ended
June 30

$
$
$
$
Cash Provided by (Used for):




Operating Activities




Net loss for the period
(295,792)
(259,629)
(84,929)
(50,234)
Items not involving cash:




Amortization
23,421
23,136
1,000)
825)
Amortization of loan bonus
17,500
13,750
-
-
Write-down of mineral property costs
15,551
15,551
-
-

(239,320)
(207,192)
(83,929)
(49,409)
Changes in non-cash working capital items:




Amounts receivable
(61,000)
(166,500)
(41,086)
(40,238)
Accounts payable and accrued liabilities
(14,827)
4,121
13,468)
11,087)
Due from related parties
(47,993)
(47,993)
-
-
Due to related parties
(455,256)
(395,685)
119,186)
87,938)
Prepaid expenses
2,223
(1,450)
-
-

(816,173)
(481,699)
7,639)
9,378)
Investing Activities




Purchase of equipment
(271,383)
(111,620)
-
-
Joint venture advances
(201,425)
(201,425)
-
-
Mineral property expenditures
(394,078)
(183,552)
(75,238)
(43,990)

(866,886)
(496,597)
(75,238)
(43,990)
Financing Activities




Common shares issued
540,455
242,606
-
-
Share issue costs
(6,817)
-
-
-
Loan advance from related party
-
-
152,293)
2,293)

533,638
242,606
152,293)
2,293)





Cash acquired in jointly controlled business

211
211
-
-





Increase (decrease) in cash

(1,149,210)
(742,296)
84,694)
(32,319)
Cash - beginning of period
2,838,230
2,431,316
61,891)
178,904)
Cash - end of period
1,689,020
1,689,020
146,585)
146,585)

Supplementary cash flow information: Refer to note 8.

NEW GUINEA GOLD CORPORATION

Notes to the Consolidated Financial Statements
June 30, 2004
(Unaudited - See Notice to Reader)

1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

The Company is incorporated in the Yukon Territory, Canada, and is an exploration stage company whose business activity is the exploration of mineral properties located in Papua New Guinea. The Company has not yet determined if any of these properties contain economic mineral reserves and, accordingly, the amounts shown for deferred exploration costs represent costs incurred to date, less write-downs, and do not necessarily reflect present or future values. The recovery of these amounts is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration of the properties, and upon the commencement of future profitable production or, alternatively, upon the Company=s ability to dispose of its interests on an advantageous basis

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These interim consolidate financial statements should be read in conjunction with the Company's audited consolidated financial statements dated December 31, 2003, both of which were prepared in accordance with the Canadian Generally Accepted Accounting Principles. The results for the six month period ended June 30, 2004 are stated utilizing the same accounting policies and methods of application as the most recent annual consolidated financial statements.

3. EQUIPMENT


2004
2003

Cost
$
Accumulated Amortization
$
Net Book Value
$
Cost
$
Accumulated Amortization
$
Net Book Value
$
Furniture and fixtures
9,833
7,048
2,785
9,140
,848
2,292
Trucks
69,582
12,315
57,267
69,582
5,952
63,630
Equipment
309,333
19,530
289,803
36,162
2,484
33,678

388,748
38,893
349,855
114,884
15,284
99,600

4. SHARE CAPITAL

Authorized share capital consists of 100,000,000 common shares without par value.

a) Issued Share Capital
2004
2003

Number of
Shares
Amount
$
Number of
Shares
Amount
$





Issued, beginning of year
44,649,509
12,940,207
23,167,014
10,281,628
Issued for:




  • private placement(1)
-
-
3,715,000
1,003,003
  • short-form offering(2)
-
-
11,740,000
905,407
  • mineral property
-
-
250,000
30,000
  • loan bonus
-
-
300,000
30,000
  • acquisition of subsidiary(3)
-
-
2,250,000
214,200
  • financing costs
-
(6,837)(5)
-
-
  • joint venture interest (4)
1,400,000
7,475)
-
-
  • exercise of warrants
2,398,487
302,714
2,572,495
377,719
  • exercise of options
1,188,409
237,761
655,000
98,250
Issued, end of year
49,636,405
13,481,320
44,649,509
12,940,207

4. SHARE CAPITAL (continued)

(1) Net of share issue costs of $385,993 of which $102,960 was paid in cash, $56,000 was paid in 140,000 units of the Company (each unit consisted of one share and one-half of one share purchase warrant, exercisable at a price of $0.40 for one year), and $30,000 was paid in 75,000 shares of the Company. The remaining $197,033 was representative of the fair value of 525,000 share purchase warrants exercisable at a price of $0.40 for 1 year. Refer to note 4(b).

(2) Net of share issue costs of $482,997, of which $85,237 was paid in cash, $48,400 was paid in 440,000 units of the Company (each unit consisted of one share and one-half of one share purchase warrant, exercisable at a price of $0.12 for one year), and $33,000 was paid in 330,000 shares of the Company. The remaining $316,360 was the fair value of 2,200,000 share purchase warrants exercisable at a price of $0.12 for 1 year. Refer to note 4(b).

(3) Refer to note 5.

(4) Refer to note 6.

(5) Share issue costs relating to 2003 private placement.


b) Stock options


Options
Weighted
Average
Exercise Price
Expiry date range


$

Outstanding and exercisable at
December 31, 2003
3,228,409
0.36
June 5, 2004 to November 10, 2008
Expired
(255,000)
0.15
June 5, 2004
Exercised
(1,188,409)
0.20
June 5, 2004 to November10, 2008
Outstanding and exercisable at
June 30, 2004
1,785,000)
0.49

c) Share purchase warrants outstanding at June 30, 2004:

Number of Warrants
Exercise Price
$
Expiry Date



2,299,860
0.45
December 29, 2004

5. MINERAL PROPERTIES

The Company's mineral properties are located in Papua New Guinea.


Mt. Sinivit
$
Normanby
$
Sehulea
$
Mt. Allemata
$
Various
$
Total
$
Balance - December 31, 2002
2,595
48,788
2,303
-
28,151
81,837
Additions - acquisition
185,164
-
30,000
-
-
215,164
- exploration
67,026
11,928
15,772
-
156,312
251,038
Write-downs
-
-
(8,264)
-
(71,652)
(79,916)
Option payments received
-
-
-
-
(54,000)
(54,000)
Balance - December 31, 2003
254,785
60,716
39,811
-
58,811
414,123)
Additions - acquisition
-
-
-
17,500
52,500
70,000
- exploration
148,798
59,855
22,643
53,844
185,035
470,175
Write-downs
-
-
-
(53,844)
(64,289)
(118,133)
Operating fees received
-
-
-
-
(43,515)
(43,515)
Option payments received
-
-
-
-
(93,600)
(93,600)

403,583
120,571
62,454
17,500
94,942
699,050

5. MINERAL PROPERTIES (continued)

The Company has a 100% interest in five and a 90% interest in two exploration projects in Papua New Guinea. The Company originally had a 25% interest in two properties and acquired the remaining interest with the acquisition of Macmin (PNG) Ltd. The Company is conducting operations on the Sinivit, Normanby, Sehulea and Simuku Projects and has optioned out the following:

  • Crater Mountain - optioned by agreement dated January 6, 2004, to Celtic Minerals Ltd., a TSX Venture listed company, to acquire subject to regulatory consent, a 51% interest by expending $2,000,000 on exploration prior to March 1, 2006, and a further 25% interest can be acquired upon completion of a further $2,000,000 exploration program prior to March 1, 2009.
  • Feni - optioned to Vangold Resources Ltd. ("Vangold"), a TSX Venture listed company, to acquire a 75% interest by performing $2,500,000 in exploration over three years, of which $500,000 must be spent by September 26, 2004, and to issue to the Company 200,000 shares upon receipt of regulatory consent to the agreement (issued) and a further 600,000 shares in stages prior to June 30, 2006. The Company must pay a finders fee of 10% of all share consideration received (20,000 Vangold shares paid).
  • Mt. Nakru - optioned to Kanon Resources Ltd. ("Kanon"), whereby Kanon can acquire a 50% interest by spending $250,000 on exploration within two years and issue to the Company 5% of its issued share capital.
  • Sehulea - The Company acquired a 30% interest to bring its interest to 100%, subject to a 2% gross royalty, by the issue of 250,000 shares valued at $30,000.

These projects are subject to a 1% NSR royalty payable, and the issue of 9% of the Company's issued share capital to Macmin Silver Ltd. at the time that any mine is developed on these properties and production is acheived in excess of 50,000 ounces of gold or equivalent in any year.


6. KANON REOURCES LTD.


7. MARKETABLE SECURITIES

The Company held marketable securities at June 30, 2004 with a fair market value of $187,200 and a book value of $147,600.

8. SUPPLEMENTARY CASH FLOW INFORMATION

During 2003, the Company:

  • Issued 2,250,000 common shares valued at $214,200 for acquisition of a subsidiary.

During 2004, the Company:

  • Issued 1,400,000 common shares valued at $7,475 for acquisition in a company to be operated as a joint venture
  • Received shares valued at $93,600 as an option payment on a mineral property


9. SUBSEQUENT EVENTS

In addition to items mentioned elsewhere in these notes, the follow occurred subsequent to June 30, 2004:

  • The Company issued 1,770,000 stock options exercisable at $0.41 for five years to employees and consultants.