8-K/A 1 condor8ka_sept2002.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A AMENDED CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) September 20, 2002 Commission File Number 001-10304 CONDOR GOLD CORP. ----------------- (Formerly Ripped Canada Artists Inc.) ONTARIO 390 BAY STREET, SUITE 1620 TORONTO, ONTARIO, CANADA M5H 2Y2 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 416.368.6161 ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS The following financial statements in relation to the acquisition by Condor Gold Corp. (the "Corporation") of Northville Gold Corp. ("Northville") required by this item in relation to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2002 are attached hereto as Exhibit 99.1: (a) audited financial statements of Northville for the financial year end November 30, 2000 and the financial year end November 30, 2001 together with the auditors report thereon; (b) unaudited financial statements of Northville for nine month period ended August 31, 2002; and (c) pro-forma consolidated financial statements of Condor Gold Corp. as of September 20, 2002 after giving effect to the acquisition of Northville. Attached hereto as Exhibit 99.2 is the certification of Alexander Stewart, Chief Executive Officer of the Corporation pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. Attached hereto as Exhibit 99.3 is the certification of Stephen Stewart, Treasurer of the Corporation pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended Current Report on Form 8-K/A to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 5th, 2002 Signed: /s/ Alexander Stewart ------------------------- Title: Chief Executive Officer NORTHVILLE GOLD CORP FINANCIAL STATEMENTS YEAR ENDED NOVEMBER 30, 2001 AND PERIOD ENDED NOVEMBER 2000 CONTENTS Auditors' Report 1 Balance Sheet 2 Statement of Operations 3 Statement of Cash Flows 4 Notes to Financial Statements 5 - 7 AUDITORS' REPORT To the Shareholders of Northville Gold Corp We have audited the accompanying balance sheet of Northville Gold Corp as at November 30, 2001 and 2000 and the related statements of operations and cash flows for the year and period then ended, respectively. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, these financial statements referred to above present fairly, in all material respects, the financial position of Northville Gold Corp as at November 30, 2001 and 2000 and the results of its operations and its cash flows for the year and period respectively then ended in conformity with accounting principles generally accepted in the United States of America. "SF PARTNERSHIP, LLP" Toronto, Canada CHARTERED ACCOUNTANTS December 3, 2002 NORTHVILLE GOLD CORP Incorporated under the Business Corporations Act (Ontario) Balance Sheet (Stated in Canadian Dollars) As at November 30, 2001 and 2000 2001 2000 ASSETS Current Cash $ 136,050 $ 50 Properties (note 3) 1,660,000 -- ----------- ----------- $ 1,796,050 $ 50 ----------- ----------- LIABILITIES Current Accounts payable $ 8,000 $ -- Advances from shareholders (note 4) 50 49 Notes payable 105,000 -- ----------- ----------- 113,050 49 Notes Payable, Long-term 120,000 -- ----------- ----------- 233,050 49 ----------- ----------- STOCKHOLDERS' EQUITY Common Stock (note 5) 2,047,287 1 Accumulated Deficit (484,287) -- ----------- ----------- 1,563,000 1 ----------- ----------- $ 1,796,050 $ 50 ----------- ----------- APPROVED ON BEHALF OF THE BOARD "ALEX STEWART" "STEPHEN STEWART" Director Director NORTHVILLE GOLD CORP Statement of Operations (Stated in Canadian Dollars) Year Ended November 30, 2001 and Period Ended November 30, 2000 2001 2000 Revenue $ -- $ -- ------------ -------- Expenses Exploration 364,324 -- Management fees 65,000 -- Consulting fees 50,500 -- Miscellaneous 4,267 -- General and administrative 196 -- ------------ -------- Total Expenses 484,287 -- ------------ -------- Net and Comprehensive Losses $ (484,287) $ -- ============ ======== Basic Earnings(Losses) Per Share $ (0.05) $ 0.00 ============ ======== Basic Weighted Average Shares Outstanding 9,749,455 1 ============ ======== -3- NORTHVILLE GOLD CORP Statement of Cash Flows (Stated in Canadian Dollars) Year Ended November 30, 2001 and Period Ended November 30, 2000 2001 2000 Cash Flows from Operating Activities Net loss $ (484,287) $ -- Changes in non-cash working capital Accounts payable 8,000 -- ----------- ----------- (476,287) -- ----------- ----------- Cash Flows from Investing Activities Investment in mining properties (1,075,500) -- ----------- ----------- Cash Flows from Financing Activities Advances from related party 1 49 Issue of common shares 1,462,786 1 Notes payable 225,000 -- ----------- ----------- 1,687,787 50 ----------- ----------- Net Increase in Cash 136,000 50 Cash - beginning of year 50 -- ----------- ----------- Cash - end of year $ 136,050 $ 50 =========== =========== -4- NORTHVILLE GOLD CORP Notes to Financial Statements (Stated in Canadian Dollars) November 30, 2001 1. Nature of Business Northville Gold Corp (herein the "Company") was duly incorporated in the province of Ontario on June 26, 2000, under the Business Corporations Act (Ontario). The company is engaged in the exploration and development of gold properties. 2. Summary of Significant Accounting Policies a) Basis of Presentation These financial statements have been prepared in accordance with United States of America generally accepted accounting principles with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has suffered operating losses during the current year and has a negative working capital and a net capital deficiency that raises doubt as to its ability to continue as a going concern. Management expects that the Company will be in a position to obtain the working capital financing required to support its business operations. The Company's continued existence as a going concern is dependent upon its ability to attain and maintain profitable operations and to obtain the necessary financing. b) Unit of Measurement Canadian currency is being used as the unit of measurement in these financial statements. c) Use of Estimates In preparing the company's financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. d) Mineral Exploration Properties and Revenue Recognition Costs of acquisitions of mining properties are capitalized. The company follows the cost reduction method in accounting for option payments received whereby the proceeds received reduce expenditures on the related property. When the amounts received exceed expenditures, the related property's carrying value is reduced to $1 and the excess is recorded as income. -5- NORTHVILLE GOLD CORP Notes to Financial Statements (Stated in Canadian Dollars) November 30, 2001 2. Summary of Significant Accounting Policies (Cont'd) e) Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, accounts receivable, advances from shareholders, accounts payable and short-term and long-term debt approximate their fair values, except as otherwise indicated. f) Income Taxes The Company accounts for income taxes pursuant to SFAS No. 109, "Accounting for Income Taxes". Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. g) Net Loss per Common Share The Company calculates net loss per share based on SFAS No. 128, "Earnings Per Share". Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. h) Comprehensive Loss SFAS No. 131 establishes standards for the reporting and display of comprehensive income and its components in the financial statements. 3. Properties 2001 2000 Accumulated Accumulated Cost Amortization Cost Amortization ----------------------------------------------------------------------------- Exploration properties $1,660,000 $ -- $ -- $ -- ------------------------------------------------- Net carrying amount $1,660,000 $ -- ---------- ---------- -6- NORTHVILLE GOLD CORP Notes to Financial Statements (Stated in Canadian Dollars) November 30, 2001 4. Advances from Shareholders These advances are non-interest bearing and have no specified terms of repayment. 5. Common Stock 2001 2000 Common Stock at no par value Unlimited shares authorized 22,653,433 shares issued and outstanding $2,047,287 $ 1 ---------- ---------- 6. Subsequent Events a) Acquisition On September 20, 2002, and Northville Gold Corp (Northville) and Ripped Canada Artists Inc (RCA) entered into a Securities Exchange Agreement ("Agreement") whereby RCA acquired all of the issued and outstanding securities of Northville in exchange for equivalent securities on a one for one basis. Upon consummation, the shareholders of Northville exchanged each of their common shares for one post-consolidation common share of RCA, after giving effect to the consolidation as described in the Management Information Circular for the Special and Annual Meeting held on August 26, 2002, at an attributed value of $0.25 per Consolidated Share. Effectively, Northville acquired control of RCA, a US publicly traded company with 94.88% interest in the post consolidated securities. Accordingly, this transaction has been accounted for as a reverse takeover whereby Northville was deemed to have acquired RCA. The ongoing business will continue as that of Northville. The Acquisition was contingent upon obtaining approval from the appropriate regulatory authorities The security holders of Northville approved the RTO Transaction by way of the exchange of all Northville securities beneficially owned by them for consolidated securities of the Corporation contemporaneously with the completion of the RTO Transaction. b) Purchase of Munro Township Property by Northville As a condition to and contemporaneously with the completion of the RTO Transaction, Northville purchased 280 acres of patented mining claims located in the Munro Township of Ontario (the "Munro Property") from Currah and Sons Ltd. ("CSL"). The purchase price for the Munro Property was $1,500,000 payable by the issuance of 5,000,000 shares of Northville at a deemed price of $0.25 per share to CSL by Northville immediately prior to the RTO Transaction, and the issuance by Northville of two non-interest bearing secured promissory notes in the aggregate amount of $250,000.00. -7- NORTHVILLE GOLD CORP. CONSOLIDATED BALANCE SHEET (PREPARED BY MANAGEMENT) Nine month Period December 1, 2001 Year Ended August 31, 2002 November 30, 2001 ---------------- ----------------- (unaudited) (audited) Assets Cash $ 11,378 $ 136,050 Properities 1,872,500 1,660,000 ---------- ---------- Total Assets $1,883,878 $1,796,050 ========== ========== Liabilities Accounts Payable $ 66,071 $ 8,000 Advances from related parties 35,991 50 Notes Payable 337,500 225,000 ---------- ---------- 439,562 233,050 Shareholders Equity Equity 2,550,337 2,047,287 Deficit from operations (1,106,021) (484,287) ---------- ---------- 1,444,316 1,563,000 Total Liabilities & Shareholders Equity $1,883,878 $1,796,050 ========== ========== NORTHVILLE GOLD CORP. CONSOLIDATED STATEMENT OF PROFIT & LOSS (PREPARED BY MANAGEMENT) Nine month Period December 1, 2001 Year Ended August 31, 2002 November 30, 2001 ---------- ---------- (unaudited) (audited) Revenue $ 100,000 $ -- Expenses Exploration 515,397 364,324 Management Fees 65,467 65,000 Consulting Fees 15,300 50,500 Professional Fees 83,719 -- Gen & Admin 21,875 196 Misc 19,976 4,267 ---------- ---------- Total Expenses 721,734 484,287 ---------- ---------- Income (loss) for the period $ (621,734) $ (484,287) Deficit, beginning of period (484,287) -- Deficit, end of period $(1,106,021) $ (484,287) =========== ===========

Northville Gold Corp. Notes to the Interim Financial Statements For the Nine Month Period Ended August 31, 2002 1. Nature of Business Northville Gold Corp. (herein the "Company") was duly incorporated in the province of Ontario on June 26, 2000, under the Business Corporations Act (Ontario). The company is engaged in the exploration and development of gold properties. 2. Summary of Significant Accounting Policies a) Basis of Presentation These financial statements have been prepared in accordance with United States of America generally accepted accounting principles with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has suffered operating losses during the current year and has a negative working capital and a net capital deficiency that raises doubt as to its ability to continue as a going concern. Management expects that the Company will be in a position to obtain the working capital financing required to support its business operations. The Company's continued existence as a going concern is dependent upon its ability to attain and maintain profitable operations and to obtain the necessary financing. b) Unit of Measurement Canadian currency is being used as the unit of measurement in these financial statements. c) Use of Estimates In preparing the company's financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates. d) Mineral exploration properties and Revenue recognition Costs of acquisitions of mining properties are capitalized. The company follows the cost reduction method in accounting for option payments received whereby the proceeds received reduce expenditures on the related property. When the amounts received exceed expenditures, the related property's carrying value is reduced to $1 and the excess is recorded as income. Northville Gold Corp. Notes to the Interim Financial Statements For the Nine Month Period Ended August 31, 2002 e) Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, accounts receivable, advances from shareholders, accounts payable and short-term and long-term debt approximate their fair values, except as otherwise indicated. f) Income Taxes The Company accounts for income taxes pursuant to SFAS No. 109, "Accounting for Income Taxes". Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. g) Net Loss per Common Share The Company calculates net loss per share based on SFAS No. 128, "Earnings Per Share". Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. h) Comprehensive Loss SFAS No. 131 establishes standards for the reporting and display of comprehensive income and its components in the financial statements. 3. Properties 2001 2000 Accumulated Accumulated Cost Amortization Cost Amortization Exploration properties $1,872,500 $ -- $1,660,000 ---------- ---------- ---------- Net carrying amount $1,872,500 $1,660,000 ---------- ---------- Northville Gold Corp. Notes to the Interim Financial Statements For the Nine Month Period Ended August 31, 2002 4. Advances from Shareholders These advances are non-interest bearing and have no specified terms of repayment. 5. Common Stock 2001 2000 Common Stock at no par value Unlimited shares authorized 55,000,000 shares issued and outstanding $ 2,550,337 $ 2,047,287 ---------------------------- 6. Subsequent Event On September 20, 2002, and Northville Gold Corp. (Northville) and Ripped Canada Artists Inc (RCA) entered into a Securities Exchange Agreement ("Agreement") whereby RCA acquired all of the issued and outstanding securities of Northville in exchange for equivalent securities on a one for one basis. Upon consummation, the shareholders of Northville exchanged each of their common shares for one post-Consolidation common share of RCA, after giving effect to the Consolidation as described in the Circular, at an attributed value of $0.25 per Consolidated Share. Effectively, Northville acquired control of RCA, a US publicly traded company with 94.88% interest in the post-consolidated securities. Accordingly, this transaction has been accounted for as a reverse takeover (RTO) whereby Northville was deemed to have acquired RCA. The ongoing business will continue as that of Northville and will operate under the new name Condor Gold Corp. The Acquisition was contingent upon obtaining approval from the appropriate regulatory authorities The security holders of Northville approved the RTO transaction by way of the exchange of all Northville securities beneficially owned by them for consolidated securities of the Corporation contemporaneously with the completion of the RTO Transaction. Purchase of Munro Township Property by Northville As a condition to and contemporaneously with the completion of the RTO Transaction, Northville purchased 280 acres of patented mining claims located in the Munro Township of Ontario (the "Munro Property") from Currah and Sons Ltd. ("CSL"). The purchase price for the Munro Property was $1,500,000 payable by the issuance of 5,000,000 shares of Northville at a deemed price of $0.25 per share to CSL by Northville immediately prior to the RTO Transaction, and the issuance by Northville of two non-interest bearing secured promissory notes in the aggregate amount of $250,000.00.

CONDOR GOLD CORP (FORMERLY RIPPED CANADA ARTISTS INC.) NOTES TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS OF SEPTEMBER 20, 2002 Note 1 Basis of Presentation The accompanying pro forma consolidated balance sheet gives effect to the acquisition (the "Acquisition") of Northville Gold Corp ("Northville"), by Ripped Canada Artists Inc ("RCA"), In contemplation of the RTO Transaction, the shareholders of RCA at its Annual and Special Meeting held on August 26, 2002 have approved the amendment of the articles of incorporation of the Corporation to effect the Share Consolidation, and the change of the Corporation's name to "Condor Gold Corp" The unaudited pro-forma balance sheet has been prepared by management and is based on the unaudited balance sheet of Northville and the unaudited balance sheet of RCA as at September 20, 2002 after giving effect to the following transaction: o The acquisition of all the issued and outstanding shares of Northville by RCA for a consideration of 60,000,000 consolidated common shares and warrants of RCA o The purchase of the Munroe property for $1,500,000, payable by the issuance of 5,000,000 shares of Northville and of two non-interest bearing secured promissory notes in the aggregate amount of $250,000.00. o The disposal of certain assets to settle advances from related parties. o A change in the name to Condor Gold Corp The accounting policies used in the preparation of the pro forma consolidated balance sheet are those disclosed in the RCA unaudited financial statements for the nine month period ended August 31, 2002 that have been filed with and can be viewed at http://www.sec.gov/ Management has determined that no adjustments are necessary to conform Northville's consolidated financial statements with the accounting policies used by RCA in the preparation of its financial statements. The pro forma consolidated financial statements should be read in conjunction with the 8K report filed August 25, 2002, the audited financial statements of RCA as at November 30, 2001, the unaudited financial statements of RCA for the nine month period ended August 31, 2002. both filed at http://www.sec.gov/ and the audited financial statements for Northville for the period ended November 30, 2001 and the nine month period ended August 31 ,2002. Note 2 Acquisition On September 20, 2002, Ripped Canada Artists Inc and Northville Gold Corp entered into a Securities Exchange Agreement ("Agreement") whereby RCA acquired all of the issued and outstanding securities of Northville in exchange for equivalent securities on a one for one basis. Upon consummation, the shareholders of Northville exchanged each of their common shares for one CONDOR GOLD CORP (FORMERLY RIPPED CANADA ARTISTS INC.) NOTES TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS OF SEPTEMBER 20, 2002 post-Consolidation common share of RCA, after giving effect to the Consolidation as described in the Circular, at an attributed value of $0.25 per Consolidated Share. Effectively, Northville acquired control of RCA, a US publicly traded company. Accordingly, this transaction has been accounted for as a reverse takeover whereby Northville was deemed to have acquired RCA. The ongoing business will continue as that of Northville. The Acquisition was contingent upon obtaining approval from the appropriate regulatory authorities. Prior to the consummation of the Acquisition, the common shares of RCA then issued and outstanding were consolidated into 3,237,200 Consolidated Shares. For accounting purposes only, the acquisition is treated as an acquisition by Northville of RCA because it leaves the former shareholders of Northville with the majority of the shares of RCA. On this basis of accounting: o Northville is deemed to be the purchaser. Accordingly its assets and liabilities as at September 20, 2002 are brought forward at their book values. o RCA is deemed to be the acquired company and accordingly its assets and liabilities are brought forward at their fair market values as at September 20,2002. Assets Cash $ 70 Accounts Receivable 3,012 Organization Costs 1,572 Investment in private film production company 100,000 TV and film productions 529,794 Marketable Securities $ 45,000 -------- Total assets $670,448 Liabilities Accounts Payable and accrued liabilities $ 58,799 Loans and advances from related parties $ 32,101 -------- Total Liabilities $ 90,900 Net Assets acquired $579,548 Consideration $890,300 -------- Excess of consideration over fair market value of assets acquired $310,752 -------- CONDOR GOLD CORP (FORMERLY RIPPED CANADA ARTISTS INC.) NOTES TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS OF SEPTEMBER 20, 2002 Note 3 Purchase of Munro Township Property by Northville As a condition to and contemporaneously with the completion of the RTO Transaction, Northville purchased 280 acres of patented mining claims located in the Munro Township of Ontario from Currah and Sons Ltd. The purchase price for the Munro Property was $1,500,000 payable by the issuance of 5,000,000 shares of Northville at a deemed price of $0.25 per share to CSL by Northville immediately prior to the RTO Transaction, and the issuance by Northville of two non-interest bearing secured promissory notes in the aggregate amount of $250,000.00. Note 4 Write off of Assets (a) To settle the advances from related parties, certain assets and associated liabilities were excluded from the transaction and written off at a net cost to the company Accounts Receivable 3,012 Marketable Securities 4,5000 Accounts Payable and accrued liabilities (8,799) Loans and advances from related parties (32,101) --------------- Total write off and adjustments $ 7,112 -------------- Note 5 Loans and Advances from Related Parties o Loans and advances in the amount of $ 37,545 are unsecured and non-interest bearing with no specific due date. Note 6 Share Capital o Authorized Unlimited number of common shares o Issued and outstanding Number Value ----------- ----------- Book value of shares of Northville 55,000,000 $ 2,550,337 Purchase of Munroe property 5,000,000 $ 1,250,000 Fair market value of net assets of RCA 3,237,200 $ 890,300 ----------- ----------- 63,237,200 $ 4,690,637 ----------- ----------- Note 7 Other Events Proposed Gold Loan Transaction Northville has issued an option to acquire 12,000,000 common shares and 8,000,000 common share purchase warrants (the "Gold Option") to be held in trust in relation to a proposed financing transaction whereby certain lenders will provide Northville with a gold loan of up to $4,000,000, which will be secured by a first charge on certain personal property of Northville, conditional on among other things the transfer of the Gold Option to the lender(s). Proposed Private Placement Within 30 days of the completion of the RTO Transaction, 1535698 Ontario Inc. ("Newco"), a company incorporated by Nicholas Weir and at arm's length to Northville and the Corporation, may arrange for a private placement (the "Private Placement") of up to U.S. $1,750,000 in units of Newco, each unit composed of one common share and one common share purchase warrant at a price of U.S. $0.35 per unit. The warrant and any resulting common share will be exercisable at U.S. $0.65 per share. There will be a forced exercise of the warrant at the insistence of the Corporation at any market price at or in excess of U.S. $1 per share. Upon completion of the Private Placement, the Corporation has agreed that the common shares and warrants of Newco will ultimately be exchanged one for one for common shares and warrants of the Corporation. New Stock Symbol Effective October 4, 2002 Condor received its new stock symbol, CDRGF which is reported on the U.S. Pink Sheets CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURUSANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Alexander Stewart, Chief Executive Officer of Condor Gold Corp. (the "Company") certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Amended Current Report of the Company on Form 8-K/A presenting the pro-forma consolidated financial statements of the Company as of September 20, 2002 after giving effect to the acquisition of Northville Gold Corp. ("Northville"), the audited financial statements of Northville for the financial years ended November 30, 2000 and November 30, 2001 and the interim financial statements of Northville for the nine months ended August 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Condor Gold Corp. /s/ Alexander Stewart Chief Executive Officer December 4, 2002 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURUSANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Stephen Stewart, Treasurer of Condor Gold Corp. (the "Company") certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Amended Current Report of the Company on Form 8-K/A presenting the pro-forma consolidated financial statements of the Company as of September 20, 2002 after giving effect to the acquisition of Northville Gold Corp. ("Northville"), the audited financial statements of Northville for the financial years ended November 30, 2000 and November 30, 2001 and the interim financial statements of Northville for the nine months ended August 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Condor Gold Corp. /s/ Stephen Stewart Treasurer December 4, 2002

CONDOR GOLD CORP 8-K/A