NOTICE TO THE READER

The accompanying unaudited interim consolidated financial statements and all information contained in the attached 2007 first quarter report have been prepared by and are the responsibility of the management of the Company.

The Audit Committee of the Board of Directors, consisting of three members, has reviewed the financial statements and related financial reporting matters.

The Company’s independent auditors, Ernst & Young LLP, Chartered Accountants, have not performed a review of these consolidated financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditors.

OLYMPUS PACIFIC MINERALS INC.
Consolidated Balance Sheets
Unaudited
As at	March 31		December 31
Canadian dollars	2007		2006
ASSETS
Current
Cash	13,529,901		4,101,536
Accounts receivable	462,739		803,027
Prepaid expenses	343,501		900,957
Inventory (note 12)	827,586		617,043
	15,163,727		6,422,563
Long-term
Property, plant & equipment (note 6)	10,627,025		10,697,757
Mineral properties (note 3)	9,961,884		10,015,755
Deferred financing costs (note 7c)	-		695,773
Deferred exploration and development costs (note 3)	15,099,233		13,724,846
	35,688,142		35,134,131
	50,851,869		41,556,694
LIABILITIES
Current
Accounts payable and accrued liabilities	1,794,400		1,899,646
Capital lease obligations (note 11)	330,786		412,894
Loan facility (notes 2 and 5)	1,984,843		2,330,800
Asset retirement obligation (note 4)	58,625		59,173
	4,168,654		4,702,513
Long-term
Asset retirement obligation (note 4)	892,286		890,322
	892,286		890,322
	5,060,940		5,592,835
SHAREHOLDERS' EQUITY
Share capital (note 7a)	78,535,164		66,074,507
Contributed surplus (notes 7b,c,d)	5,017,625		4,347,990
Deficit	(37,761,860	)	(34,458,638	)
	45,790,929		35,963,859
	50,851,869		41,556,694
See accompanying notes to the Consolidated Financial Statements

OLYMPUS PACIFIC MINERALS INC.
Consolidated Statements of Operations and Comprehensive Income
Unaudited
For the three months ended ended March 31 (Canadian dollars)	2007	2006
Sales - Gold	1,119,084	-
Cost and expenses
Cost of sales	1,577,892	-
Amortization	460,203	9,377
General exploration	74,906	37,110
Royalty expense	21,331	-
Consulting fees	159,444	45,902
Office and general administrative	75,654	48,785
Investor relations and promotion	38,770	75,939
Management fees and salaries	506,365	248,657
Professional fees	119,897	43,604
Shareholders' information	3,664	10,032
Transfer agent and regulatory fees	105,200	132,761
Travel	50,008	130,464
Stock-based compensation (note 7b)	821,685	176,440
	4,015,019	959,071

Other (income) expense
Interest income	(37,082)	(2,164)
Interest expense	128,879	-
Transaction Costs	265,488	-
Foreign exchange loss	50,002	4,837
	407,287	2,673
Loss and comprehensive loss	3,303,222	961,744

Basic and diluted loss per common share	$	0.02	$	0.01
Weighted average number of common shares outstanding		165,038,584		133,010,570
OLYMPUS PACIFIC MINERALS INC.
Consolidated Statements of Deficit
Unaudited
For the three months ended March 31 (Canadian dollars)		2007		2006
Deficit, beginning of the year		34,458,638		24,979,751
Loss for the period		3,303,222		961,744
Deficit, end of the period		37,761,860		25,941,495
See accompanying notes to the Consolidated Financial Statements

OLYMPUS PACIFIC MINERALS INC.
Consolidated Statements of Cash Flows
Unaudited
For the three months ended ended March 31 (Canadian dollars)	2007			2006
Operating activities :
Loss for the period	(3,303,222)			(961,744)
Items not affecting cash
Amortization	460,899			9,377
Transactions costs		209,237			-
Interest expense		81,090			-
Stock-based compensation expense		821,685			176,440
Accretion expense		10,215			-
Foreign exchange loss (gain)		(34,225	)		(15,050	)
Changes in non-cash working capital balances
Accounts receivable		340,288			(210,585	)
Prepaid expenses		557,456			(110,046	)
Accounts payable and accrued liabilities		(65,888	)		6,331
Capital lease obligation		(78,282	)		-
Inventory		(210,543	)		94,712
Cash used in operating activities		(1,211,290	)		(1,010,565	)
Investing activities :
Deferred exploration and development costs		(1,098,016	)		(1,442,439	)
Acquisition of property, plant and equipment		(531,579	)		(94,547	)
Cash used in investing activities		(1,629,595	)		(1,536,986	)
Financing activities :
Shares issued		12,269,250			16,215,985
Repayable loan		-			2,336,000
Share issue cost		-			(1,177,971	)
Cash provided by financing activities		12,269,250			17,374,014
Increase in cash and cash equivalents during the period		9,428,365			14,826,463
Cash - beginning of the period		4,101,536			404,987
Cash - end of the period		13,529,901			15,231,450
See accompanying notes to the Consolidated Financial Statements

OLYMPUS PACIFIC MINERALS INC.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2007

All dollar amounts are in Canadian Dollars unless otherwise stated

1. Nature of Operations

Olympus Pacific Minerals Inc. (the “Company” or “Olympus”) and its subsidiaries are engaged in the acquisition, exploration, development and mining of gold bearing properties in Southeast Asia. The Company focuses its activities on two multi-project properties located in Central Vietnam - the Bong Mieu Gold property and the Phuoc Son Gold property.

The Company is exploring and developing its mineral properties. The Company has one gold plant in Vietnam and this plant commenced commercial production effective October 1, 2006. The recoverability of the amounts shown for mineral properties and related deferred costs are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production. To date, the Company has not earned significant revenues from its plant and is considered to be in the development stage.

2. Summary of Significant Accounting Policies

Basis of presentation and consolidation

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Canada. The consolidated financial statements include the accounts of the Company and all of its subsidiaries. All significant inter-company balances and transactions are eliminated on consolidation.

Change in Accounting Policies

The Company has adopted the following CICA guidelines effective for the Company’s first quarter commencing January 1, 2007:

a) Section 3855 - Financial Instruments - Recognition and Measurement. Section 3855 requires that all financial assets, except those classified as held to maturity, and derivative financial instruments, must be measured at fair value. All financial liabilities must be measured at fair value when they are classified as held for trading; otherwise, they are measured at cost. Investments classified as available for sale are reported at fair market value (or mark to market) based on quoted market prices with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss. The Company, as permitted by CICA Handbook Section 3855, has adopted this section prospectively for financial assets valued after January 1, 2007. The adoption of Section 3855 had no effect on the Company’s financial statements except for the reclassification of deferred financing cost from long term assets to net against the loan facility as required under Section 3855.

b) Section 1530 - Comprehensive Income. Comprehensive income is the change in the Company’s net assets that results from transactions, events and circumstances from sources other than the Company’s shareholders and includes items that would not normally be included in net earnings such as unrealized gains or losses on available-for-sale investments. Other comprehensive income includes the holding gains and losses from available for sale securities which are not included in net income (loss) until realized. The adoption of Section 1530 had no effect on the Company’s financial statements.

Estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the year. Actual results could differ from these estimates.

OLYMPUS PACIFIC MINERALS INC.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2007

All dollar amounts are in Canadian Dollars unless otherwise stated

Cash and equivalents

Cash and cash equivalents are comprised of cash on hand and short-term investments that mature within 90 days from the date of acquisition.

Mineral properties

The Company records its interests in mineral properties and areas of geological interest at cost. All direct and indirect costs, comprised of cash paid and/or the assigned value of share consideration, relating to the acquisition of these interests are capitalized on the basis of specific claim blocks or areas of geological interest until the project to which they relate is placed into production, sold or where management has determined impairment. The capitalized cost of the mineral properties is tested for recoverability whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An impairment loss is recognized if it is determined that the carrying amount is not recoverable and exceeds fair value. The net proceeds from the sale of a portion of a mineral project which is sold before that project reaches the production stage will be credited against the cost of the overall project. The sale of a portion of a mineral project which has reached the production stage will result in a gain or loss recorded in the statement of operations.

Mineral properties are amortized on the basis of units produced in relation to the proven and probable reserves available on the related project following commencement of commercial production. The recorded amount may not reflect recoverable value as this will be dependent on the development program, the nature of the mineral deposit, commodity prices, adequate funding and the ability of the Company to bring its projects into production.

Asset Retirement Obligations

The Company recognizes the fair value of an asset retirement obligation as a liability, in the period of disturbance or acquisition associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the assets. The Company concurrently recognizes a corresponding increase in the carrying amount of the related long-lived asset that is depreciated over the life of that asset. The fair value of the asset retirement obligation is estimated using the expected cash flow approach that reflects a range of possible outcomes discounted at a credit-adjusted risk-free interest rate. Subsequent to the initial measurement, the asset retirement obligation is adjusted to reflect the passage of time or changes in the estimated future cash flows underlying the obligation. Changes in the obligation due to the passage of time are recognized in income as an operating expense using the interest method. Changes in the obligation due to changes in estimated cash flows are recognized as an adjustment of the carrying amount of the long-lived asset that is depreciated over the remaining life of the asset.

Deferred exploration and development costs

The Company defers all exploration and development expenses relating to mineral projects and areas of geological interest until the project to which they relate is placed into production, sold or where management has determined impairment. These costs will be amortized over the proven and probable reserves available on the related property following commencement of production.

Foreign currency translation

The monetary assets and liabilities of the Company that are denominated in currencies other than the Canadian dollar are translated at the rate of exchange at the balance sheet date and non-monetary items are translated at historical rates. Revenues and expenses are translated at the average exchange rate for the year. Exchange gains and losses arising on translation are included in the statement of operations.

Property, plant and equipment

OLYMPUS PACIFIC MINERALS INC.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2007

All dollar amounts are in Canadian Dollars unless otherwise stated

The Company records building, plant and equipment at cost. Buildings, plant and equipment involved in service, production and support are amortized, net of residual value, using the straight-line method, over the estimated productive life of the asset. Productive lives for these assets range from 3 to 10 years, but the productive lives do not exceed the related estimated mine life based on proven and probable reserves. Computer hardware and software is amortized, net of residual value, using the straight-line method over 3 years. Repairs and maintenance expenditures are expensed as incurred. Expenditures that extend the useful lives or productive capacity of existing facilities or equipment are capitalized and amortized over the remaining useful life of the related assets.

In the normal course of our business, the Company has entered into certain leasing arrangements whose conditions meet the criteria for the leases to be classified as capital leases. For capital leases, the Company records an asset and an obligation at an amount equal to the present value at the beginning of the lease term of minimum lease payments over the lease term. In the case of all our leasing arrangements, there is transfer of ownership of the leased assets to the Company at the end of the lease term and therefore the Company amortizes these assets on a basis consistent with our other owned assets.

Asset impairment - Long-lived assets

The Company reviews and evaluates the carrying value of its mineral properties, property, plant and equipment and deferred exploration and development costs at least annually or when events or changes in circumstances indicate that the carrying amounts of related assets or groups of assets might not be recoverable. In assessing impairment for these assets, if the fair value or total estimated future cash flows on an undiscounted basis are less than the carrying amount of the asset, an impairment loss is measured and recorded based on discounted cash flows. Future cash flows are based on estimated future recoverable mine production, expected sales prices (considering current and historical prices), production levels and costs, and further expenditures. All long-lived assets at a particular operation or project are combined for purpose of performing the recoverability test and estimating future cash flows.

Stock-based compensation

The Company uses the fair-value method of accounting for stock options granted to employees and directors. Under this method, the fair value of stock options is estimated at the grant date and is recognized as an expense over the vesting period. The majority of the Company’s stock options vest on the passage of time and continued service requirements. For some of the stock options granted, the options vest based on meeting two of three criteria: (a) specified production levels, (b) specified minimum share price and market capitalization and /or (c) minimum threshold of ounces of gold geological resources for the Company. Compensation expense is recognized for these options based on the best estimate of the number of options that are expected to eventually vest and the estimate is revised, if necessary, if subsequent information indicates the expected number of options that vest are likely to differ from initial estimates. The Company applies an estimated forfeiture rate when calculating the expense.

Any consideration paid upon the exercise of stock options or warrants plus any previously recognized amounts in contributed surplus is credited to common shares.

The Company has a bonus share program that allows employees to elect to take their bonus in either cash or double the cash amount in common shares. If the employee chooses the share bonus, the common shares will be received one year after the last day of the bonus period. If the employee chooses the cash bonus, the cash is received within the same fiscal year. If an employee terminates employment before the one year of service, the bonus reverts back to cash without double up and is paid out on termination. The bonus is recognized as a liability at the time of the award. If the employee elects to be paid in common shares, a further share based equity award is recognized based on the market price of the Company’s shares at the date of grant and is recognized over the one year additional service period as compensation expense and contributed surplus. No compensation cost is recognized for estimated forfeitures.

Loss per share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during the year.

OLYMPUS PACIFIC MINERALS INC.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2007

All dollar amounts are in Canadian Dollars unless otherwise stated

The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on earnings per share is determined assuming that proceeds received on exercise would be used to purchase common shares at the average market price during the period. As there is currently a loss per share, there is no dilutive effect from all outstanding options and warrants.

Future income taxes

Future income taxes are recorded using the liability method. Under the liability method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.

Stripping Costs

Stripping costs incurred during the production phase of a mine are accounted for as variable production costs that are included in the costs of the inventory produced during the period that the stripping costs are incurred.

Revenue Recognition

Revenue from the sale of gold and by-products, such as silver, are recognized when; (i) the significant risks and rewards of ownership have been transferred, (ii) reasonable assurance exists regarding the measurement of the consideration that will be derived from the sales of goods, and the extent to which goods may be returned, and (iii) ultimate collection is reasonably assured. The risks and rewards of ownership for the gold and silver reside with the mine site until gold and silver reaches the Zurich airport and the dore bars are consigned for transport to the refinery. Consequently, revenue is recognized when the gold and silver reaches the refinery. The realized sales price per troy ounce of gold is the AM-fixing of the London Bullion Market in US dollars as prescribed under the sales contract. The quantity of ounces sold is determined by applying a variable recovery rate as well as a return rate of 99.95% for gold and 98% for silver.

For accounting purposes, the refining and transport charges are classified as part of cost of sales and revenues from by-products are netted against costs of sales.

Inventory

Inventory is comprised of ore in stockpiles, operating supplies, dore bars and gold in circuit and is recorded at the average cost, determined from the weighted average of the cost of similar items at the beginning of a month and the cost of similar items added during the month. Dore bars and gold in circuit inventory cost includes the laid-down cost of raw materials plus direct labour and an allocation of applicable overhead costs. Gold in circuit inventory represents gold in the processing circuit that has not completed the production process, and is not yet in a saleable form.

Ore in stockpiles is measured by estimating the number of tonnes added and removed from the stockpile, the number of contained ounces (based on assay data) and estimated metallurgical recovery rates (based on the expected processing method). Costs are allocated to a stockpile based on relative values of material stockpiled and processed using current mining costs incurred up to the point of stockpiling the ore, including applicable overhead, depreciation, depletion and amortization relating to mining operations, and removed at the stockpiles average cost per recoverable unit.

OLYMPUS PACIFIC MINERALS INC.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2007

All dollar amounts are in Canadian Dollars unless otherwise stated

Interest Cost Accounting

Interest cost is considered an element of the historical cost of an asset when a period of time is necessary to prepare it for its intended use. The Company capitalizes interest costs to assets under development or construction while development or construction activities are in progress. Capitalizing interest costs ceases when construction of the asset is substantially complete and it is ready for its intended use. The interest rate for capitalization purposes is based on the weighted average rates of Olympus’s outstanding borrowings unless a specific obligation was incurred directly related to the specific asset (e.g. project financing). In that case, the specific interest rate is used as well as the weighted average interest rate on other obligations if the asset expenditures exceed the specific borrowing.

3. Mineral Properties and Deferred Exploration and Development Costs

	Mineral Properties		Deferred Exploration and Development Costs
	March 31, 2007	December 31, 2006	March 31, 2007	December 31, 2006
Phuoc Son	$ 6,116,904	$ 6,116,904	$10,285,745	$ 9,527,650
Bong Mieu	3,944,000	3,944,000	9,784,677	9,167,689
	10,060,904	10,060,904	20,070,422	18,695,339
Accumulated amortization(1)	(99,020)	(45,149)	(252,258)	(251,562)
Write- off (2)	-	-	(438,931)	(438,931)
Impairment charge (3)	-	-	(4,280,000)	(4,280,000)
Total	$9,961,884	$10,015,755	$15,099,233	$13,724,846

(1) Accumulated amortization relates to the Bong Mieu central mine which commenced commercial production on October 1, 2006.

(2) Write off of $438,931 of Deferred Exploration costs relates to certain areas of the Bong Mieu property where exploration activities did not produce positive results

(3) During fourth quarter 2007, management determined that the Bong Mieu Central mine was not reaching originally estimated future throughput. Consequently, an impairment charge of $4,280,000 was taken on the Bong Mieu Central (Hogan) deferred exploration and development costs.

Bong Mieu Gold Property

The Company holds Mining and Investment Licences covering 30 square kilometres within the Bong Mieu gold property area. The Investment Licence covers three deposits: Bong Mieu Central (an open pit), Bong Mieu East (a potentially open-pit deposit) and Bong Mieu Underground (an underground deposit) which operated by the French from 1896 to 1941. Olympus acquired this project in 1997. Olympus owns 80% and the Company’s Vietnamese partner owns 20% of the Bong Mieu property. The Company constructed the Bong Mieu Central open pit mine and associated infrastructure in 2005 and 2006, and commercial gold production commenced in the fourth quarter of 2006. The Company must pay a 3% net smelter return royalty equal to 3% of the sales price to the Vietnamese government when the gold is melted in Vietnam and 2% royalty based on 80% of the revenues of Bong Mieu Central to Zedex Minerals Limited.

Phuoc Son Gold Property

The Company holds an 85% interest in the Phuoc Son Gold Project with a focus of exploration, development and production of gold and other potential minerals in the specified project area, located in Phuoc Son and Nam Giang districts in the Quang Nam Province. In 2003, the Company's subsidiary, New Vietnam Mining Company ("NVMC"), entered into a joint venture with Mien Trung Industrial Company ("Minco"), a mining company controlled by the local provincial government, to form the Phuoc Son Gold Company ("PSGC"). PSGC has an investment license on the Phuoc Son property. NVMC's initial interest in PSGC is 85% and Minco has a 15% interest.

OLYMPUS PACIFIC MINERALS INC.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2007

All dollar amounts are in Canadian Dollars unless otherwise stated

After five years, from the end of the period in which PSGC makes a profit for 12 consecutive months, Minco can increase its interest by 15% to 30% if Minco chooses to acquire such interest from NVMC by paying fair market value. After 20 years, Minco can increase its interest to a total of 50% if Minco chooses to acquire such additional 20% interest from NVMC by paying fair market value. Fair market value shall be determined by using an independent accounting firm to perform the fair market value assessment and that assessment will be considered final and binding for both parties. If Minco does not proceed on exercising its right of acquisition within three months from the dates of entitled acquisition, Minco will be considered as having waived its right to acquire the interest.

4. Asset Retirement Obligation

		March 31, 2007			December 31,  2006
Balance, beginning of the year	$	949,495		$	382,509
Increase in obligation		-			515,545
Foreign exchange adjustment		(8,798	)		22,344
Accretion		10,214			29,097
Balance, end of the period		950,911			949,495
Current portion		58,625			59,173
Non-current portion	$	892,286		$	890,322

The asset retirement obligation relates to the Bong Mieu property in Vietnam. The Company estimated the cost of rehabilitating the site at US$1,083,160 over the next 10 years. Such estimated costs have been discounted using a credit adjusted risk-free rate of 6.9%

5. Loan Facility

On February 8, 2006, the Company entered into a US$2.0 million loan facility agreement (the “Facility”) with Macquarie Bank Limited (“MBL”) of Sydney, Australia. The Company drew down the US$2.0 million in the first quarter of 2006. The Facility bears an interest rate of LIBOR plus 2.75% and is repayable on July 31, 2007 (amended from June 30, 2007) but may be extended to June 30, 2008 at the option of MBL. In consideration for setting up the facility, MBL was paid a US$50,000 fee and was granted 5,376,092 purchase warrants to acquire the same number of common shares of the Company at an exercise price of $0.4347 until July 31, 2007 and $0.4514 until the ultimate repayment date (currently July 31, 2007 with an option to extend until June 30, 2008). The Company can also accelerate exercise of the warrants if its common shares trade at a 100% premium to the exercise price for 30 consecutive trading sessions. The Facility agreement specifies some restrictions including, but not limited to, the Company must not incur any indebtedness other than permitted financial indebtedness as defined under the Facility agreement. Permitted indebtedness includes any agreement entered into the ordinary course of business to acquire an asset or service where payment for the asset or service is deferred for a period of not more than 90 days and does not exceed, in aggregate, an amount of US $100,000 for each transaction party. Each transaction party is defined as Olympus, Bong Mieu and Formwell. The Facility agreement specifies that the transaction parties must not allow any encumbrance over its assets other than a permitted encumbrance or acquire an asset that is subject to an encumbrance that is not a permitted encumbrance. Each transaction party must not sell, assign, transfer or dispose of or partially dispose of any assets except an asset that does not form part of the secured property or an asset which is replaced by a similar asset. Each transaction party must not reduce its capital, buy back or redeem its shares or other securities issued to it or provide any financial assistance. Each transaction party may not make a distribution without the prior written consent of MBL. A distribution is defined as a dividend, distribution or any other amount related to a marketable security issued by the transaction party or interest or fee paid by the transaction party on any financial accommodation provided by a person holding a direct or indirect interest in the transaction party. The requirement for a written consent for distributions has not had a significant impact on our cash obligations to date as we have not paid out any dividends. Intercompany loans amongst transaction parties cannot be repaid to the lending transaction party unless the lending transaction party uses the proceeds of repayment to repay the MBL Facility. The above restriction on intercompany loan settlement does not significantly impact our ability to meet cash obligations as it does not prevent the provision of intercompany loans and only affects the method and timing of intercompany loan settlements.

OLYMPUS PACIFIC MINERALS INC.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2007

All dollar amounts are in Canadian Dollars unless otherwise stated

6. Property, Plant & Equipment 

(in dollars)		March 31, 2007						December 31, 2006
		Cost		Accumulated depreciation		Net book value		Cost		Accumulated depreciation		Net book value
Building	$	502,412	$	74,357	$	428,055	$	502,412	$	47,161	$	455,251
Leasehold
improvements		103,005		21,401		81,604		103,005		13,333		89,672
Plant and
equipment		5,723,539		513,321		5,210,218		5,613,823		281,354		5,332,469
Office equipment,
furniture and
fixtures		899,064		340,762		558,302		867,883		292,234		575,649
Motor vehicles		376,548		167,911		208,637		376,548		153,956		222,592
Infrastructure		1,905,475		177,620		1,727,855		2,047,585		69,855		1,977,730
Construction in
progress		2,412,354		-		2,412,354		2,044,394		-		2,044,394
	$	11,922,397	$	1,295,372	$	10,627,025	$	11,555,650	$	857,893	$	10,697,757

7. Capital Stock 

a) Common Shares

The Company is authorized to issue an unlimited number of common shares with one vote per share and no par value per share. The following table shows movements in the capital stock of the Company for the years ended December 31, 2006 and the quarter ended March 31, 2007.

	Number of Shares		Amount $
Common shares, January 1, 2006	131,846,200	$	49,709,671
Private placement	27,000,000		15,660,000
Issued upon exercise of options	1,155,833		558,067
Issued upon exercise of warrants	1,270,000		636,270
Issued upon debt repayment (see note 6)	3,406,758		1,174,480
Share issue costs	-		(1,663,981)
Common shares, December 31, 2006	164,678,791	$	66,074,507
Private placement	21,428,571		12,000,000
Issued upon exercise of options	609,400		381,943
Bonus common shares issued	117,060		78,714
Common shares, March 31, 2007	186,833,822	$	78,535,164

OLYMPUS PACIFIC MINERALS INC.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2007

All dollar amounts are in Canadian Dollars unless otherwise stated

The following table shows movements in contributed surplus of the Company for the period ended March 31, 2007 and year ended December 31, 2006.

		March 31, 2007			December 31, 2006
Balance, beginning of the year	$	4,347,990		$	2,656,679
Valuation of options		821,685			556,109
Bonus common shares issued		(39,357	)		-
Valuation of warrants		-			1,445,573
Exercise options and warrants		(112,693	)		(310,371	)
Balance, end of the period	$	5,017,625		$	4,347,990

On March 19, 2007, the Company completed a non-brokered private placement, of 21,428,571 shares at a price of $0.56 per share, for gross proceeds of $12,000,000. All shares issued have a hold period in Canada of four months from the closing of the placement. The net proceeds are intended to be used for ongoing exploration, feasibility studies and development work on the Company’s mineral projects and for general corporate purposes.

On March 31, 2006, the Company completed a brokered private placement of $15,660,000. The Company issued 27,000,000 common shares at $0.58 per share. Agents for the Offering were paid a cash commission equal to 7% of the gross proceeds and were issued 1,890,000 compensation warrants. Each compensation warrant is exercisable for one common share at $0.58 and expires on March 31, 2008.

In the first quarter of 2006, the Company issued 3,406,758 common shares to Zedex in full payment of the Prepaid Contribution according to the Vend-In Agreement provision for repayment of the Prepaid Contribution via issuance of common shares. Shares were issued at the average closing prices of the Company’s shares over the preceding 20 trading days which was equal to $0.34475. Pursuant to an Assignment Agreement dated January 1, 2006, the Prepaid Contribution of US$1,024,226 due to Ivanhoe was assigned to Zedex Minerals Limited (“Zedex”).

b) Stock Options

On September 12, 2003, the Company adopted a stock option plan which was re-approved by its shareholders on June 16, 2005. Under the plan, options to purchase shares of the Company may be granted to directors, officers, employees and consultants of the Company. The maximum number of shares that may be issued under the plan is 10% of the Company’s issued and outstanding shares. Options granted under the plan have a maximum term of five years and vesting dates are determined by the Board of Directors on an individual basis at the time of granting.

OLYMPUS PACIFIC MINERALS INC.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2007

All dollar amounts are in Canadian Dollars unless otherwise stated

The following table provides a summary of the stock option activity for the quarter ended March 31, 2007 and the year ended December 31, 2006.

	March 31, 2007		December 31, 2006
	Number of Options	Weighted Average Exercise Price	Number of options		Weighted Average Exercise Price
				$	$
Outstanding, beginning of the year	11,477,500	0.39	11,298,667		0.37
Granted	7,100,000	0.71	1,965,000		0.45
Exercised	(609,400)	0.44	(1,155,833)		0.33
Cancelled/ Expired	(831,600)	0.59	(630,334)		0.44
Outstanding, end of the period	17,136,500	0.51	11,477,500		0.39
Options exercisable at the end of the period	11,448,886		9,619,793

The following table summarizes information about the stock options outstanding for the period ended March 31, 2007.

OPTIONS OUTSTANDING				OPTIONS EXERCISABLE
Number			Weighted		Weighted
Outstanding		Weighted	Average	Number	Average
Range of	As at	Average	Exercise	Exercisable	Exercise
Exercise	March 31,	Remaining	Price	As at	Price
Prices	2007	Life (years)	$	March 31, 2007	$
$0.30-0.36	6,452,500	3.48	0.32	5,670,970	0.32
$0.40 - 0.45	2,170,000	2.25	0.41	1,821,637	0.41
$0.50 - 0.55	1,414,000	2.82	0.51	1,363,133	0.51
$0.60 - 0.65	3,100,000	4.93	0.65	1,132,218	0.65
$0.75	4,000,000	4.93	0.75	1,460,928	0.75
	17,136,500			11,448,886

During the period ended March 31, 2007, 7,100,000 options were granted and were valued at $2,174,500 using the Black-Scholes model with the assumptions of risk-free interest rate of 3.89% and expected volatility of 83.20%. The exercise prices were determined based on the Volume Weighted Average Price (VWAP) which is the listing of the stock activities for 5 business days from the grant date. The vesting periods of these options: 1/3 of the shares were vested on the date of the grant; 1/3 is vesting on July 16, 2008 and another 1/3 on July 16, 2009.

The total stock-based compensation expense recognized during the period for stock options granted in the current and prior years and that vested during the current period was $821,685 [2006 - $176,440] using the fair value method and was credited to contributed surplus.

OLYMPUS PACIFIC MINERALS INC.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2007

All dollar amounts are in Canadian Dollars unless otherwise stated

c) Warrants

The following is a summary of the 7,266,092 warrants outstanding as at March 31, 2007 [2006 - 7,266,092]. On January 12, 2006, 1,270,000 warrants were exercised at $0.40 per share.

Total	Exercise	Expiry
Outstanding	Price	Date
5,376,092	$0.43	June 30, 2007
	0.45	June 30, 2008
1,890,000	$0.58	March 31, 2008

According to the Facility with Macquarie Bank entered into on February 8, 2006, the Company granted 5,376,092 purchase warrants (see note 5) of which 2,688,046 of the warrants became issuable upon receipt of the TSXV approval of the warrants, and 2,688,046 of the warrants were issuable on or before the first advance under the facility which occurred on February 14, 2006. The fair value of the warrants was estimated to be $973,073 using the Black-Scholes model with the assumptions of a risk-free interest rate of 3.8%, expected volatility of 74% and 79%, expected time until exercise of 1.25 years and 1 year respectively. The amount was recorded as contributed surplus and as a deferred financing cost to be amortized over the term of the facility.

On March 31, 2006, 1,890,000 warrants were issued to Paradigm Capital Inc., M Partners Inc. and CIBC World Markets Inc. in conjunction with the private placement that closed on that day. The fair value of the warrants was estimated to be $472,500 using the Black-Scholes model with the assumptions of a risk-free interest rate of 3.8%, expected volatility of 68% and expected time until exercise of 2 years. The amount was included as part of issue costs and contributed surplus.

d) Bonus Share Program

During the year ended December 31, 2006, employees who opted for their bonus to be paid in common shares will receive 191,330 common shares in 2007 of which 117,060 common shares were issued to employees in Q1 2007. On the grant date, the fair value of the incremental share award including the cash bonus was $113,224. The total compensation expense recognized for the bonus share program for the three-month period ended March 31, 2007 was $9,007.

 8. Related Party Transactions

During the period ended March 31, 2007, the Company entered into the following transactions with related parties:

a)	Paid or accrued $21,230 in legal fees to a company controlled by a director of the Company as compared to $67,424 in 2006. Services are not under contract and are engaged as required.
b)	Paid or accrued $130,188 in management fees and $25,778 in reimbursement of expenses incurred on behalf of the Company to companies controlled by officers of the Company. In 2006, the Company paid or accrued $127,063 in management fees and $40,285 in reimbursement of expenses incurred on behalf of the Company to companies controlled by officers of the Company. These fees and expenses have been incurred as part of ongoing contracts with the related parties.
c)	Paid or accrued $21,331 in royalties as compared to nil in 2006. Royalties incurred are a result of an ongoing contract with the related party.

These transactions were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties.

OLYMPUS PACIFIC MINERALS INC.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2007

All dollar amounts are in Canadian Dollars unless otherwise stated

9. Commitments and Contractual Obligations

As at March 31, 2007
Payments Due by Period		Total		Less than One Year	2 - 10 Years
Debt facility	$	2,309,200	$	2,309,200		$	-
Capital lease obligation		330,786		330,786			-
Operating lease		44,445		40,808			3,637
Purchase Obligations - supplies and services		1,154,263		1,139,888			14,375
Purchase obligations - capital		1,042,583		1,030,833			11,750
Purchase obligations - power supply		181,850		181,850			-
Asset retirement obligations		1,262,314		59,173			1,203,141
Total	$	6,325,441	$	5,092,538		$	1,232,903

10. Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, receivables, accounts payable and accrued liabilities, capital lease obligations and loan facility. The carrying amount of cash and cash equivalents, receivables and capital leases, payables and accruals is reasonable approximation of fair value due to their short-term maturities. The carrying value of short term debt approximates fair value primarily due to the floating nature of the interest rate on the loan facility.

Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest rate or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

Currency risk

The Company is exposed to financial risk arising from fluctuations in foreign exchange rates and the degree of volatility of these rates. These potential currency fluctuations could have an impact on expenditures, production costs and Company profitability. At present, the Company does not use derivative instruments to reduce its exposure to foreign currency risk, primarily with respect to the US dollar. The Company has a number of investments in foreign subsidiaries and joint ventures, whose net assets are exposed to currency translation risk.

A certain amount of the transactions with respect to the Bong Mieu and Phuoc Son projects are denominated in the Vietnamese Dong, which is not freely convertible into foreign currency, and there are restrictions on the removal of capital from the country. These restrictions may have an adverse impact on the Company’s ability to repatriate funds from Vietnam.

Interest rate risk

The Company is exposed to interest rate risk as our variable interest rate U.S.$2.0 million loan facility fluctuating due to changes in the LIBOR market interest rates. There were no derivative instruments related to interest rates outstanding as at March 31, 2007 and December 31, 2006.

Market risk

The profitability of the operating mine of the Company is related to the market price of gold and silver. The Company does not engage in derivative instruments at present.

OLYMPUS PACIFIC MINERALS INC.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2007

All dollar amounts are in Canadian Dollars unless otherwise stated

11. Capital Lease Obligation

The Company has capital leases at its Bong Mieu Central mine.

		March 31, 2007		December 31, 2006
Total minimum lease payment	$	330,786	$	412,894
Less: current portion		330,786		412,894
	$	-	$	-

12. Inventory

		March 31, 2007		December 31, 2006
Dore Bars	$	84,172	$	73,047
Ore in stockpiles		105,138		76,337
Gold in circuit		56,266		18,800
Mine operating supplies		582,010		448,859
Total	$	827,586	$	617,043

13. Memorandum of Agreement

On November 23, 2006, a Memorandum of Agreement and Supplement to Memorandum of Agreement (collectively, the “MOA”) was entered into by Abra Mining and Industrial Corporation (“AMIC”), the Company and Jabel Corporation (“Jabel”) that allows the Grantee (defined as the Company and “a Philippine national”) to acquire an option to earn a 60% interest in AMIC’s Capcapo mining tenement (the “property”) located in the Province of Abra in the Philippines upon incurring a specified level of expenditures on the property.

The MOA is a binding agreement that is conditional on the completion of due diligence program in second quarter 2007 to validate historical drilling information. Once the due diligence procedures are complete and the drilling information is validated, a formal agreement will be signed and a cash payment of U.S. $200,000 will be made by the Grantee to AMIC. Under Philippine law, foreign-owned entities can only hold up to 40% of a Mineral Production Sharing Agreement (“MPSA”). Consequently, the Company can only directly hold 40% in the MPSA and will have to identify a Philippine national corporation to hold the additional 20%. The Phillipine national corporation has not yet been identified. A Philippine national corporation is one which is not more than 40% foreign-owned. Six months after the signing of the formal agreement, the Grantee will issue common shares of the Company to AMIC with a total value of U.S. $350,000 based on the average of the trading price of the Company’s common shares for the five trading days preceding the date of the signing of the formal agreement. Once the Grantee has spent U.S. $3 million on exploration and development work on the property, the Grantee will issue to AMIC further common shares of the Company with a total value of U.S. $450,000 based on the average of the trading price of the Company’s common shares for the five trading days preceding their date of issuance. To earn the 60% interest, a cumulative spending of U.S. $6 million by the Grantee on exploration and development must occur by the end of the 5^th year after the signing of the formal agreement. The Grantee earns a 20% interest after the first U.S. $1 million is spent, an additional 20% interest after an additional U.S. $2 million has been spent and an additional 20% interest after an additional U.S. $3 million has been spent. Once the 60% interest has been earned, a new joint venture company (“NEWCO”) would be formed of which the Grantee would hold a 60%. If the Grantee obtains less than the 60% interest, the Grantee would share in less than 60% of the results of the joint venture. One year after full commercial production is achieved on the property, a royalty would be paid to Jabel, the underlying title holder of the property, equal to either 3% of gross value of production or 6% of annual Profit of NEWCO, as defined in the agreement, whichever is higher.

OLYMPUS PACIFIC MINERALS INC.

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2007

All dollar amounts are in Canadian Dollars unless otherwise stated

14. Comparative Consolidated Financial Statements

The comparative consolidated financial statements have been reclassified from statements previously presented to conform to the presentation of the 2006 consolidated financial statements.

END OF NOTES TO FINANCIAL STATEMENTS