VENGA AEROSPACE SYSTEMS INC.

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2009
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Venga Aerospace Systems Inc.
(Incorporated under the laws of the Province of Ontario)

Consolidated Balance Sheets as at March 31, 2009

(With Comparative Figures for the Year Ended December 31, 2008)
____________________________________________________________________________________________

March 31, 2009 December 31, 2008

(Unaudited) (Audited)
ASSETS
Current Assets
Cash $ 66,613 $ 74,942
Accounts receivable and sundry assets 14,123 13,835

80,736 88,777
Other Assets
Investment (notes 3(b) and 8) 300,000 300,000
Investment in Global Mineral Investments, LLC (notes 3 (c) and 9) 485,400 485,400

Total Assets $ 866,136 $ 874,177

LIABILITIES
Current Liabilities
Accounts payable and accrued charges $ 23,074 $ 23,496
Deferred revenue 3,579 3,579

26,653 27,075

SHAREHOLDERS’ EQUITY

Capital stock (note 10) 17,268,966 17,268,966

Contributed surplus 890,684 890,684

Deficit (17,320,167) (17,312,548)

839,483 847,102
Total Liabilities and Shareholders’ Equity $ 866,136 $ 874,177

Going Concern (note 2 )

Approved on behalf of the Board

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

See accompanying notes

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Venga Aerospace Systems Inc.

Consolidated Statement of Operations and Deficit
for the Three Month Period Ended March 31, 2009
(With Comparative Figures for the Three Month Period Ended March 31, 2008)
UNAUDITED

_____________________________________________________________________________________________

March 31, 2009 March 31, 2008

Sales $ 0 $ 0

Expenses
General and administrative 7,619 7,804
7,619 7,804

Net Loss (7,619) (7,804)

Deficit, Beginning of year (17,312,548) (16,953,278)

Deficit, End of period $ (17,320,167) $ (16,961,082)

Loss Per Common Share $ (0.00003) $ (0.00003)

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Venga Aerospace Systems Inc.

Consolidated Statement of Cash Flows

for the Three Month Period Ended March 31, 2009
(With Comparative Figures for the Three Month Period Ended March 31, 2008)
UNAUDITED
____________________________________________________________________________________________
March 31, 2009 March 31, 2008

OPERATING ACTIVITIES

Net loss $ (7,619) $ (7,804)

Changes in non-cash assets and liabilities (710) (15,701)

CASH PROVIDED (USED) IN OPERATING ACTIVITIES (8,329) (23,505)

FINANCING ACTIVITIES

Loan from Director 0 10,000

CASH PROVIDED BY FINANCING ACTIVITIES 0 10,000

NET CHANGE IN CASH (8,329) (13,505)

CASH, Beginning of year $ 74,942 $ 31,159

CASH, End of period $ 66,613 $ 17,654

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Venga Aerospace Systems Inc.

Notes to the Consolidated Financial Statements
for the Three Month Period Ended March 31, 2009

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 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 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. 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 "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
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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 purchased two Chinese manufactured, specialized, 3D print /
processors with the first of these specialized 3D print / processors having been delivered to the New JV’s Houston,
Texas production facility in January of 2008 with the second of the specialized 3D print/processors having been
delivered in March of 2009.

(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 (the “Ministry”) 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%.

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 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”),
the sum of $535,000.00 through the issue of 10,700,000 common shares at a price of $0.05 per share. On October 17,
2008, the Company announced that its Offering 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 Offering and that pursuant to this acceptance, on closing, the
Company would be issuing 10,900,000 common shares for gross proceeds of $545,000 and on November 24, 2008 the
Company announced that the Offering had closed.

The announced use of the proceeds from the Offering was to fund GMI’s gold 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;
• 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;
• 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 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
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• 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

The consolidated interim financial statements include the accounts of the Company and its subsidiary.

(b) Basis of Presentation

The Company has prepared these interim 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 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 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 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.
NGA AEROSPACE SYSTEMS INC.
(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 (March 31, 2009), 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
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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.

(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 as of March 31, 2009 was 239,171,893 as compared to
March 31, 2008, where the weighted average of common shares outstanding was 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. 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. Deferred revenue is amortized to income as it is earned.

5. CHANGES IN ACCOUNTING POLICIES

On January 1, 2008, the Company adopted the revised CICA Handbook Section 1400 – General Standards of Financial
Statement. Based on the revisions in this Section, the Company is now required to disclose any uncertainties related to
its ability to continue as a going concern. The Company has complied with these requirements and has made the
required disclosures in Note 2.

As of January 1, 2008, the Company will be required to adopt CICA Handbook Section 3031 – Inventories which
requires that additional details be provided regarding the determination and recognition of inventories and the
information to be presented. The adoption of this new section does not have any affect on the Company’s financial
statements for the period ended March 31, 2009.

As of January 1, 2008, the Company adopted CICA Handbook Sections 3862 - Financial Instruments – Disclosures and
3863 - Financial Instruments – Presentation; which replaces the existing Section 3861 Financial Instruments –
Disclosures and Presentation.

On January 1, 2008 the Company adopted CICA Handbook Section 1535 – Capital Disclosures. In accordance with
this Section, the Company is required to disclose its objectives, policies and processes for managing capital. This
information is included in note 7.

Future Change in Accounting Policies

As of January 1, 2009, the Company has adopted 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 is assessing the impact of these new standards on its interim consolidated financial
statements; however, the adoption is not expected to have a material impact on its interim consolidated financial
statements.
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In 2006, the Canadian Accounting Standards Board (“AcSB”) published a new strategic plan that will significantly affect
financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of
Canadian GAAP with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that
2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own GAAP. The date is for
interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition
date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for
the year ended December 31, 2010. While the Company has begun assessing the adoption of IFRS for 2011, the
financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

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. 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.

The Company is not subject to externally imposed capital requirements.

8. 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.
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9. INVESTMENT IN PRIVATE COMPANY

Pursuant to the terms and provisions of the Funding Agreement, the Company, currently has a 20% (March 31, 2008 -
4%) interest with an option to acquire up to an additional 5% interest in GMI. 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, 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.

10. CAPITAL STOCK

Authorized: Unlimited common stock and special shares without par value

Issued: March 31, 2009 March 31, 2008

239,171,893 228, 271, 893
$17,268,966 $16,723,966

11. INCOME TAXES

The Company has accumulated losses for income tax purposes totaling approximately $1,410,238 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:

$
2009 47,853
2010 113,718
2014 345,277
2015 244,780
2026 219,473
2027 80,428
2028 358,709
1,410,238

12. SUBSEQUENT EVENTS

On April 30, 2009, the Company announced that GMI had started construction of an access road to GMI’s GoldMatta mining site
located in the Sanquin Mining Zone, Liberia and that the mining equipment and supplies to be used in the Proposed Dredging
Operations had been delivered to the said GoldMatta mining site.
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