TLC VENTURES CORP.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2007 and 2006

(Expressed in Canadian Funds)

TLC Ventures Corp.	Statement 1
(An Exploration Stage Company)
Interim Consolidated Balance Sheets
Canadian Funds
(Unaudited)

		March 31
ASSETS		2007			December 31 2006
Current
Cash and cash equivalents	$	7,133,481		$	7,685,884
Amounts receivable		62,469			56,264
Prepaid, deposits and advances		226,701			280,613
		7,422,651			8,022,761

Property and Equipment (Note 4)		134,276			104,878
Mineral Property Costs – Schedule (Note 5)		2,821,611			2,313,600

	$	10,378,538		$	10,441,239

LIABILITIES
Current
Accounts payable	$	244,893		$	18,791
Accrued liabilities		155,929			282,711
Due to related parties (Note 8a)		28,716			38,300
		429,538			339,802

Non-Controlling Interest – Cybele Resources Inc. (Note 6)		45,975			47,100


SHAREHOLDERS’ EQUITY
Share Capital - Statement 2 (Note 7)		18,140,017			17,914,241
Contributed Surplus - Statement 2		3,321,289			3,086,706
Deficit - Statement 2		(11,558,281	)		(10,946,610	)
		9,903,025			10,054,337
	$	10,378,538		$	10,441,239

ON BEHALF OF THE BOARD:

“Robert Brown”	, Director

“Edward Farrauto”	, Director

- See Accompanying Notes -

TLC Ventures Corp.	Statement 2
(An Exploration Stage Company)
Interim Consolidated Statements of Changes in Shareholders’ Equity
For the Period Ended March 31, 2007
Canadian Funds
(Unaudited)

	Common Shares
					Contributed			Accumulated
	Shares		Amount		Surplus			Deficit			Total

Balance – December 31, 2004	19,454,001	$	13,635,594		957,756			(7,457,215	)		7,136,135

Issuance of shares for cash	102,500		27,900		-			-			27,900
Issuance of shares for mineral property	75,000		101,250		-			-			101,250
Stock compensation expense	-		-		675,317			-			675,317
Fair value of options exercised	-		15,426		(15,426	)		-			-
Loss for the period	-		-		-			(1,853,557	)		(1,853,557	)
Balance – December 31, 2005	19,631,501		13,780,170		1,617,647			(9,310,772	)		6,087,045
Issuance of shares for mineral property	75,000		101,250		-			-			101,250
Issuance of shares per stock split (Note
7b)	19,706,415		-		-			-			-
Issuance of shares for cash	8,700,000		4,032,821		468,069			-			4,500,890
Stock compensation expense	-		-		630,890			-			630,890
Stock compensation included in
Mineral Property costs	-		-		370,100			-			370,100
Loss for the period	-		-		-			(1,635,838	)		(1,635,838	)
Balance – December 31, 2006	48,112,916		17,914,241		3,086,706			(10,946,610	)		10,054,337
Issuance of shares for cash	1,200,000		150,000		-			-			150,000
Fair value of options exercised	-		75,776		(75,776	)		-			-
Stock compensation expense	-		-		223,065			-			223,065
Stock compensation included in
Mineral Property costs	-		-		87,294			-			87,294
Loss for the period	-		-		-			(611,671	)		(611,671	)

Balance – March 31, 2007	49,312,916	$	18,140,017	$	3,321,289		$	(11,558,281	)	$	9,903,025

- See Accompanying Notes -

TLC Ventures Corp.	Statement 3
(An Exploration Stage Company)
Interim Consolidated Statements of Loss and Comprehensive Loss
For the Period Ended March 31
Canadian Funds
(Unaudited)

		2007			2006

Expenses
Amortization	$	6,331		$	4,504
Audit and accounting fees		24,990			6,647
Bank charges		373			430
Consulting fees		40,500			30,000
Foreign exchange loss (gain)		10,104			13,021
Insurance		13,872			13,565
Legal fees		4,386			3,367
Marketing		-			492
Office, postage and printing		20,502			7,638
Rent		31,036			12,245
Research and development		-			3,579
Salaries and wages		164,430			38,969
Salaries and wages – Stock compensation		223,065			103,510
Shareholder relations		1,088			-
Telephone and utilities		5,329			1,762
Trade shows, conferences		-			5,514
Transfer agent, regulatory fees		7,990			6,958
Travel		125,159			12,118
		(679,155	)		(264,319	)
Other Income (Expenses)
Property investigation		-			(50,476	)
Interest income		66,359			30,590
Non-controlling interest		1,125			1,885
Loss and comprehensive loss for the Period	$	(611,671	)	$	(282,320	)



Loss per share – Basic and Diluted	$	(0.01	)	$	(0.01	)



Weighted Average Number of Common Shares Outstanding		48,152,916			39,263,002

- See Accompanying Notes -

TLC Ventures Corp.	Statement 4
(An Exploration Stage Company)
Interim Consolidated Statements of Cash Flows
For the Period Ended March 31
Canadian Funds
(Unaudited)

Cash Resources Provided By (Used in)		2007			2006

Operating Activities
Loss for the period	$	(611,671	)	$	(282,320	)
Items not affecting cash:
Amortization		6,331			4,504
Non-controlling interest		(1,125	)		(1,885	)
Stock-based compensation		223,065			103,510

Net changes in non-cash working capital components:
Amounts receivable		(6,205	)		(16,058	)
Accounts payable/accrued liabilities/due to related parties		(94,455	)		50,007
Prepaid expenses		53,912			(35,140	)
		(430,148	)		(177,382	)

Investing Activities
Property and equipment acquired		(35,729	)		(16,042	)
Mineral property costs		(236,526	)		(67,009	)
		(272,255	)		(83,051	)

Financing Activities
Cash received for shares – net of issuance costs		150,000			-
		150,000			-

Net Decrease in Cash and Cash Equivalents		(552,403	)		(260,433	)
Cash and Cash Equivalents – Beginning of Period		7,685,884			5,045,242
Cash and Cash Equivalents – End of Period	$	7,133,481		$	4,784,809


Supplemental Cash Flow Disclosure:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

- See Accompanying Notes -

TLC Ventures Corp.	Schedule 5
(An Exploration Stage Company)
Consolidated Schedules of Mineral Property Costs
For the Period Ended March 31, 2007
Canadian Funds
(Unaudited)

		Point		International		Total
		Leamington,
		Canada


Deferred exploration expenditures
Assaying	$	-	$	2,184	$	2,184
Equipment rental		-		547		547
Geological consulting		2,363		231,758		234,121
Geophysical		173,510		563		174,073
Mineral claim maintenance		580		-		580
Administration		-		67,700		67,700
Travel		-		28,806		28,806
Costs for the Period		176,453		331,558		508,011

Balance –December 31, 2006		1,416,076		897,524		2,313,600
Balance – March 31, 2007	$	1,592,529	$	1,229,082	$	2,821,611

- See Accompanying Notes -

TLC Ventures Corp.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

March 31, 2007

Canadian Funds

(Unaudited)

1.	Nature of Business

	TLC Ventures Corp. (“TLC” or the “Company”) (“An Exploration Stage Company”) is an exploration and mine development company focused on the acquisition, advancement and development of global precious and base metal assets. The recovery of the Company’s investment in its mineral properties is dependent upon the discovery, development and production from ore reserves and the ability to raise sufficient capital to finance these operations. The ultimate outcome of these operations cannot presently be determined because they are contingent on future matters.

	The Company’s common shares are listed on the TSX Venture Exchange under the symbol “TLV”. The Company’s corporate head office is in Vancouver, Canada.

	These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada.


2.	Significant Accounting Policies

	Basis of Consolidation

	These consolidated financial statements include the accounts of the Company and of Cybele Resources Inc. (“Cybele”) and Cybele’s subsidiary Cybele Resources (Australia) Pty. Ltd., (“Cybele Australia”). TLC owns 96.3% of Cybele. Cybele is a British Columbia company incorporated April 18, 2005. Cybele Australia is an Australian company incorporated on November 28, 2005. During the period, Cybele incorporated Cybele (Vanuatu) Ltd. , Cybele (PNG) Ltd., and Cybele (Solomon Islands) Limited. All intercompany balances and transactions have been eliminated upon consolidation.

	These interim consolidated financial statements follow the same accounting policies and methods of their application as the most recent annual consolidated financial statements. These interim financial statements should be read in conjunction with the audited financial statements of the Company as at December 31, 2006.

	Adoption of new accounting standards

	On January 1, 2007, the Company adopted two new accounting standards issued by the Canadian Institute of Chartered Accountants (“CICA”); Section 3855, “Financial instruments – recognition and measurement”, and Section 1530, “Comprehensive income”. These standards were adopted on a prospective basis and as such, prior periods have not been restated.

	a) Comprehensive income

	Section 1530 introduces Comprehensive Income which is comprised of Net Income and Other Comprehensive Income (“OCI”) and represents changes in Shareholders’ equity during a period arising from transactions and other events with non-owner sources. Other Comprehensive Income includes unrealized gains and losses on financial assets classified as available-for-sale, unrealized foreign currency translation amounts, net of hedging, arising from self-sustaining foreign operations, and changes in the fair value of the effective portion of cash flow hedging instruments.

TLC Ventures Corp.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

March 31, 2007

Canadian Funds

(Unaudited)

2.	Significant accounting policies *(continued)*

	a) Comprehensive income a) Comprehensive income

	The Company’s Financial Statements will include a Statement of Comprehensive Income and the cumulative amount, Accumulated Other Comprehensive Income (“AOCI”) will be presented as a new category of Shareholders’ equity in the Balance Sheet.

	b) Financial instruments – recognition and measurement

	Section 3855 establishes standards for recognizing and measuring financial assets, financial liabilities and non-financial derivatives. It requires that financial assets and financial liabilities including derivatives be recognized on the balance sheet when the Company becomes a party to contractual provisions of the financial instrument or a derivative contract. All financial instruments should be measured at fair value on initial recognition except for certain related party transactions. Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, available -for -sale, held-to-maturity, loans and receivables, or other liabilities.

	Financial assets and financial liabilities held -for-trading will be measured at fair value with gains and losses recognized in the Company’s loss for the period. Financial assets held -to-maturity, loans and receivables and financial liabilities other that those held -for -trading, will be measured at amortized cost using the effective interest method of amortization. Available -for-sale financial assets will be measured at fair value with unrealized gains and losses including changes in foreign exchange rates being recognized in OCI. Investments in equity instruments classified as available -for -sale that do not have a quoted market price in an active market will be measured at cost. Derivative instruments must be recorded on the balance sheet at fair value including those derivatives that are embedded in financial instruments or other contacts but are not closely related to the host financial instrument or contract, respectively. Changes in the fair values of derivative instruments will be recognized in the Company’s loss for the period, except for derivatives that are designated as a cashflow hedge, the fair value change for which will be recognized in OCI. Section 3855 permits an entity to designate any financial instrument as held -for-trading on initial recognition or adoption of the standard, even if that instrument would not otherwise satisfy the definition of held-for-trading set out in Section 3855. Other significant accounting implications arising on adoption of Section 3855 include the initial recognition of certain financial guarantees at fair value on the balance sheet and the immediate expensing of any related transaction costs, fees or premiums.


3.	Fair Value of Financial Instruments

	The Company’s financial instruments consist of cash and cash equivalents, amounts receivable, accounts payable, and amounts due to related parties. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these instruments approximates their carrying value due to their short -term maturity or capacity of prompt liquidation.

TLC Ventures Corp.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

March 31, 2007

Canadian Funds

(Unaudited)

4.	Property and Equipment

							Net Book		Net Book
				Accumulated			Value		Value
		Cost		Amortization			2007		2006
Computer equipment and
software	$	61,805	$	(20,898	)		40,907	$	29,845
Furniture and office
equipment		88,630		(9,380	)		79,250		75,033

Leasehold improvements		14,385		(266	)		14,119		-

	$	164,820	$	(30,544	)	$	134,276	$	104,878


5.	Mineral Property Costs

	Details are as follows:

				Deferred		Total		Total
		Acquisition		Exploration		2007		2006

Point Leamington Property	$	655,000	$	937,529	$	1,592,529	$	1,416,076
International		-		1,229,082		1,229,082		879,524
	$	655,000	$	2,166,611	$	2,821,611	$	2,313,600

	a)	Point Leamington Property, Newfoundland, Canada

		Pursuant to a letter agreement dated February 13, 2004 with Rubicon Minerals Corporation (“Rubicon”) the Company acquired a 100% interest in the Point Leamington deposit and Mining Lease, located in Newfoundland, Canada. As consideration, the Company issued 600,000 common shares and paid $250,000

		There is a 2% Net Smelter Return Royalty on the property held by third parties. In addition, the Company acquired an additional 1,044 claims in the vicinity of its Point Leamington Mining Lease for a total cost of $62,640.

TLC Ventures Corp.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

March 31, 2007

Canadian Funds

(Unaudited)

5.	Mineral Property Costs – Continued

	b)	International

		The Company has acquired one Exploration License and two Prospecting Licenses in Vanuatu and three Prospecting Licenses in the Solomon Islands. All licenses require the Company to meet minimum exploration expenditure requirements.

	c)	Cargo Farm-in and Joint Venture Agreement

		The Company has entered into a Farm -in and Joint Venture Agreement dated December 19, 2006 with Golden Cross Operations Pty. Ltd. (“Golden”) covering Exploration Licence 5238 (“Cargo Licence”) located in New South Wales, Australia. Under the terms of the agreement the Company can acquire a 70% direct interest in the Cargo License from Golden by spending AUD$5.0 million on exploration and development over 4 years. The Company has committed to a minimum AUD$250,000 by November 28, 2007 with subsequent annual minimum expenditures being at the election of the Company as follows: Year 2: AUD$750,000, Year 3: AUD$1,500,000 and Year 4: AUD$2,500,000. Expenditures in excess of these amounts can be accumulated and carried forward. Once the Company confirms its 70% interest in the Cargo Licence, subsequent program budgets would be funded 70% by the Company and 30% by Golden unless Golden elects to withdraw. In this event the Company could acquire a further 30% interest from Golden and Golden would be entitled to a Net Smelter Return (“NSR”) royalty from future production. The NSR royalty shall be 0.33% in the first year after commencement of production, 0.67% in the second year, 1.33% in the third year and 2.0% in the fourth year and thereafter, provided that if the average daily gold price during any quarter within the first three years is above US$650/oz, an additional 0.33% shall be payable in respect of that quarter.


6.	Cybele Resources Inc.

	During 2005 the Company invested $477,000 in Cybele representing 95.08% of the issued and outstanding shares of Cybele. On November 7, 2005 Cybele purchased, from a director of the Company, intellectual property used for the construction and manipulation of digital databases in order to identify gold and copper properties and define priority targets. As consideration, Cybele must pay a 0.5% Net Smelter Return royalty on certain properties identified by the intellectual property. As no properties are producing ore at this time, no consideration has been paid. Should there be payments made, it will be treated, for accounting purposes, as period costs.

	During 2006, the Company purchased an additional 1.22% of Cybele for consideration of US$1,000,000 bringing the Company’s ownership to 96.30%. TLC now owns 15,600,000 common shares out of a total of 16,200,000 commons shares of Cybele. The balance of the common shares are held by Cybele management. As part of the financing into Cybele, the Company was granted 2,000,000 warrants to purchase additional Cybele shares for US$0.25 until June 2008.

	Since the Company does not own 100% of Cybele, there is a non -controlling interest which is recorded at carrying value. This amount is then adjusted for period costs by the non-controlling interest’s portion of the income/(loss).

TLC Ventures Corp.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

March 31, 2007

Canadian Funds

(Unaudited)

6.	Cybele Resources Inc. – Continued

	Details are as follows:

Total net assets of Cybele at March 31, 2007	$	1,725,200
Multiplied by the non -controlling interest – 3.70%		63,832
December 31, 2005 loss allocated to non -controlling interest		(2,817	)
December 31, 2006 loss allocated to non -controlling interest		(12,076	)
March 31, 2007 loss allocated to non-controlling interest		(2,964	)
Total non-controlling interest - Cybele	$	45,975


7.	Share Capital

	a)	Authorized: Unlimited number of common shares without par value.

	b)	Stock split

		Pursuant to a special shareholder resolution, the Company affected a 2 new for 1 old stock split on June 15, 2006. All comparative number of shares, options and warrants as well as the weighted average shares outstanding and net loss per share figures have been presented reflecting the stock split.

	c)	Share issuance

		During 2006 the Company issued by way of a non -brokered private placement financing 8.7 million units at a price of $0.52 per unit for gross proceeds of $4,524,000. Each unit consists of one common share and one-half of a common share purchase warrant. One full warrant will allow the holder to purchase one common share in the Company until January 12, 2008 at a price of $1.00 per share.

		The fair value attributable to the common shares and warrants was $4,032,821 and $468,069 respectively.

	Assumptions
	Risk-free interest rate	4.27%
	Expected stock price volatility	60.37%
	Expected dividend yield	0.00%
	Expected life of warrants	18 months

Share Purchase Options

The Company has established a share purchase option plan whereby the Board of Directors, may from time to time, grant options to directors, officers, employees or consultants to a maximum of 7,780,000 options. Options granted must be exercised no later than five years from date of grant or such lesser period as determined by the Company’s Board of Directors. The exercise price of an option is not less than the closing price on the Exchange on the last trading day preceding the grant date.

TLC Ventures Corp.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

March 31, 2007

Canadian Funds

(Unaudited)

7.	Share Capital – Continued

Share Purchase Options – Continued

	i)	- Continued

		Options granted to directors, officers and employees vest according to the following schedule:

25% - on grant date
25% - six months after grant date
25% - twelve months after grant date
25% - eighteen months after grant date

ii)

A summary of the Company’s options at March 31, 2007 and the changes for the period are as follows:

	Outstanding				Outstanding
Exercise	December 31,			Expired or	March 31,
Price	2006	Granted	Exercised	Cancelled	2007	Expiry date
$0.125	1,910,000	-	(1,200,000)	-	710,000	December 11, 2008
$1.00	10,000	-	-	-	10,000	April 29, 2009
$0.675	400,000	-	-	-	400,000	August 29, 2009
$0.60	400,000	-	-	-	400,000	March 4, 2010
$0.50	1,420,000	-	-	-	1,420,000	May 18, 2010
$0.75	50,000	-	-	-	50,000	January 26, 2011
$0.625	50,000	-	-	-	50,000	April 27, 2011
$0.625	1,000,000	-	-	-	1,000,000	June 9, 2011
$0.65	50,000	-	-	-	50,000	June 19, 2011
$0.44	-	2,500,000	-	-	2,500,000	March 7, 2012
	5,290,000	2,500,000	(1,200,000)	-	6,590,000

Weighted average
exercise price	$0.41	$0.44	$0.125	-	$0.48

			Average
		Weighted	remaining
	Number of	Average	contractual
Details	Options	Exercise Price	life in years	Expiry
Vested as at				December 11, 2008 to
March 31, 2007	4,152,000	$0.47	3.22	March 7, 2012
Outstanding as at				December 11, 2008 to
March 31, 2007	6,590,000	$0.48	3.79	March 7, 2012

Subsequent to March 31, 2007, 200,000 options expiring December 11, 2008 were exercised.

TLC Ventures Corp.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

March 31, 2007

Canadian Funds

(Unaudited)

7.	Share Capital – Continued

Share Purchase Options – Continued

	ii)	- Continued

		For the newly granted options, compensation expense is based on the fair value of the options at the grant date. For any options that have alteration in their conditions, compensation expense is based on the fair value of the options on the alteration date less the fair value of the original options based on the shorter of the remaining expanded life of the old option or the expected life of the modified option.

	iii)	During the 2006 fiscal year, the Company granted stock options of 1,150,000 to employees and consultants of the Company. Each option entitles the holder to acquire one common share of the Company at exercise prices ranging from $0.625 to $0.75 per share, expiring January 26, 2011 to June 19, 2011. The total fair value of the options granted was calculated to be $568,206. As at March 31, 2007, 587,500 of these options vested. Since options are granted under a graded vesting schedule, the Company recorded $34,264 in stock-based compensation expense and $36,156 has been recorded as mineral property costs in relation to these options during the current period.

		During the period ended March 31, 2007 the Company granted stock options of 2,500,000 to employees of the Company. Each option entitles the holder to acquire one common share of the Company at an exercise price of $0.44 per share, expiring March 7, 2012. The total fair value of the options granted was calculated to be $485,409. As at March 31, 2007, 625,000 of these options vested. Since options are granted under a graded vesting schedule, the Company recorded $137,355 in stock-based compensation expense during the current period.

		The fair value of the options used in the information above has been estimated at the date of grant of options using the Black-Scholes option pricing model with the following assumptions:

	2007	2006	2005
Average risk free interest rate	4.01%	4.23%	3.35%
Average expected option life	3 years	3 years	3 years
Stock volatility – based on trading history	61.51%	136.24%	162.25%
Dividend payments during life of option	Nil	Nil	Nil

TLC Ventures Corp.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

March 31, 2007

Canadian Funds

(Unaudited)

7.	Share Capital – Continued

Share Purchase Options – Continued

	iv)	During 2006, the Company’s subsidiary, Cybele, granted 1,200,000 stock options to directors and officers of Cybele. Each option entitles the holder to acquire one common share of Cybele at an exercise price of $0.25 USD per share, expiring June 9, 2011. The total fair value of the options granted was calculated to be $724,017. The Company recorded $44,999 in stock-based compensation expense and $44,998 has been recorded as mineral property costs in relation to these options for the period ended March 31, 2007.

		In a recent continuous disclosure view, the SEC determined that for US GAAP purposes it is generally not possible to treat as equity, warrants whose exercise price is different from the functional currency of the entity. The SEC’s view is that for US GAAP purposes such warrants are derivative instruments and should be recorded as liabilities and carried at fair value, with changes in fair value recorded in earnings. A recent meeting of the FASB considered the SEC’s view and the FASB have recommended that Companies be allowed to implement this accounting in a future year, as an accounting change. The Company intends to adopt this accounting in the period the FASB recommends and to treat the adjustments as an accounting change.

		A summary of the Cybele’s options at March 31, 2007 and the changes for the period are as follows:

	Outstanding				Outstanding
Exercise	December 31,			Expired or	March 31,
Price	2006	Granted	Exercised	Cancelled	2007	Expiry date
$0.25USD	410,000	-	-	-	410,000	November 7, 2010
$0.25USD	1,200,000	-	-	-	1,200,000	June 9, 2011
	1,610,000	-	-	-	1,610,000
Weighted average
exercise price	$0.25USD	$-	$-	$-	$0.25USD

	Number of	Weighted Average
	Options	Exercise Price	Expiry
Vested as at March 31, 2007	907,500	$0.25USD	November 7, 2010 to June 9, 2011

The fair value of the options used in the information above has been estimated at the date of grant of options using the Black-Scholes option pricing model with the following assumptions:

	2006	2005
Average risk free interest rate	4.25%	3.86%
Average expected option life	3 years	3 years
Stock volatility – based on trading history	135.92%	147.91%
Dividend payments during life of option	Nil	Nil

TLC Ventures Corp.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

March 31, 2007

Canadian Funds

(Unaudited)

7.	Share Capital – Continued

Share Purchase Options – Continued

	iv)	– Continued

		The Black-Scholes option pricing model was created for use in estimating the fair value of freely tradable, fully transferable options. The Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the highly subjective input assumptions can materially affect the calculated values, management believes that the accepted Black-Scholes model does not necessarily provide a reliable measure of the fair value of the Company’s stock option awards.

	e)	Share Purchase Warrants

		As at March 31, 2007, the following share purchase warrants are outstanding:

	Outstanding				Outstanding
Exercise	December 31,			Expired or	March 31,
Price	2006	Issued	Exercised	Cancelled	2007	Expiry date
$1.00	4,350,000	-	-	-	4,350,000	January 12, 2008
	4,350,000	-	-	-	4,350,000

Weighted average
exercise price	$1.00	-	-	-	$1.00

	f)	Escrow Shares

		As at March 31, 2007 there are 1,647,140 (2006 - 1,647,140) common shares held in escrow. The balance of 1,647,140 common shares were released during May 2007.

8.	Related Party Transactions

	Except as noted elsewhere in these consolidated financial statements, related party transactions are as follows:

	a)	As at March 31, 2007, amounts due to related parties consist of $28,716 (2006 - $24,293) owing to directors and an officer. These amounts include director fees, legal and travel expenses. These amounts are non-interest bearing, unsecured and due on demand.

	b)	During the period, legal fees of $1,418 (2006 - $3,367) were paid to a law firm associated with an officer of the Company.

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

TLC Ventures Corp.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

March 31, 2007

Canadian Funds

(Unaudited)

9.	Income Taxes

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

		December
		31, 2006

Loss before income taxes	$	(1,635,838	)

Expected income tax (recovery )	$	(553,845	)
Items not deductible for income tax
purposes		205,136
Unrecognized benefit of non-capital losses		348,709

Total income taxes	$	-

Represented by:
Current income tax	$	-
Future income tax	$	-

The significant components of the Company's future income tax assets and liabilities are as follows:

		December
		31, 2006

Future income tax assets (liabilities)
Financing costs	$	6,452
Loss carry -forwards		1,028,976
Undepreciated capital cost in excess of
accounting net book value		21,765
Mineral properties		81,406

		1,138,599
Valuation allowance		(1,138,599	)

Net future income tax assets	$	-

As at December 31, 2006, the Company has non-capital losses for Canadian tax purposes of approximately $2,515,726 available to offset against taxable income in future years, which, if unutilized, will expire through to 2016. In addition, the Company has tax losses for Australian purposes of approximately $568,702 available to offset against taxable income in future years for an indefinite period, subject to certain conditions. The Company has resource exploration expenditures of approximately $1,654,664 available to reduce taxable income of future years, subject to certain restrictions. Future tax benefits which may arise as a result of these losses, resource deductions and other tax assets have not been recognized in these financial statements, and have been offset by a valuation allowance.

TLC Ventures Corp.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

March 31, 2007

Canadian Funds

(Unaudited)

10.	Commitments

	During the y ear, the Company signed a lease agreement for the rental of office space. The lease expires June 30, 2011. The future minimum lease obligations are as follows:

		Amount
2007	$	83,542
2008		114,251
2009		117,113
2010		117,113
2011		58,537
	$	490,556

TLC VENTURES CORP 6-K