Atlantic Gold (AGB) 6-K Report of Foreign Private Issuer

Spur Ventures Inc.

Interim Consolidated Financial Statements
Three Months Ended March 31, 2005
(Unaudited)

These interim consolidated financial statements and accompanying notes contained herein have not been reviewed by the Company’s auditors.

SPUR VENTURES INC.
CONSOLIDATED BALANCE SHEETS
(Prepared by Management)

		March 31,			December 31,
Expressed in Canadian dollars as at		2005			2004
		(Unaudited)			(Audited)
ASSETS
Current
Cash and cash equivalents	$	12,176,346		$	9,484,991
Short-term investments		- -			5,510,500
Accounts receivable		281,392			188,415
Inventory		1,170,613			1,125,024
Prepaid expenses		87,593			96,034
Due from YPCC - Note 5		372,700			371,103
		14,088,644			16,776,067
Fixed assets - net		9,502,945			8,438,916
Land use right - net		480,818			482,639
Mineral properties		2,484,642			2,417,338
	$	26,557,049		$	28,114,960
LIABILITIES
Current
Accounts payable and accrued liabilities	$	720,274		$	1,181,390
Customer deposits		205,203			494,632
Other payable		213,465			228,863
Amount due to Yuanfeng		41,420			44,290
Bank loans - Note 6		3,141,150			3,853,100
		4,321,512			5,802,275
Minority interest		1,009,817			971,098
SHAREHOLDERS' EQUITY
Capital stock - Note 7
Authorized -
Unlimited Common shares without par value
Unlimited Preferred shares without par value
Issued -
39,939,328 Common shares (2004: 39,889,328)		27,595,651			27,550,651
Stock options and warrants		2,990,807			2,763,003
Cumulative translation adjustment		(434,091	)		(408,187	)
Deficit		(8,926,647	)		(8,563,880	)
		21,225,720			21,341,587
	$	26,557,049		$	28,114,960

APPROVED BY THE DIRECTORS

(Signed) Robert G. Atkinson	(Signed) Y.B. Ian He
Director	Director

(The accompanying notes are an integral part of these consolidated financial statements)

SPUR VENTURES INC.
CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(Unaudited - Prepared by Management)

Expressed in Canadian dollars		2005			2004
Sales	$	2,116,867		$	- -
Cost of sales		1,769,653			- -
Gross profit		347,214			- -
Expenses
Consulting fees		77,000			105,000
Depreciation and amortization		16,976			3,352
Interest		60,971			- -
Inventories written off - should be included in Cost of sales		1,176			- -
Office and miscellaneous		54,627			8,918
Printing and mailing		1,973			4,049
Professional fees		22,761			12,494
Rent		13,458			8,029
Repairs and maintenance		4,727			- -
Selling expenses		65,319			- -
Stock-based compensation expenses		227,803			132,234
Transfer agent and filing fees		3,283			4,744
Travel, advertising and promotion		63,445			7,788
Wages and benefits		119,819			- -
		733,338			286,608
Operating loss		(386,124	)		(286,608	)
Other income and expenses
Gain on disposal of marketable securities		- -			2,333
Interest income		58,475			13,340
Energy trust income		- -			825
Foreign exchange gain (loss)		(582	)		79
		57,893			16,577
Loss before minority interest		(328,231	)		(270,031	)
Minority interest		(34,536	)		- -
Loss for the period		(362,767	)		(270,031	)
Deficit, Beginning of period as previously reported		(8,563,880	)		(4,732,692	)
Stock-based compensation expenses		- -			(1,468,865	)
Deficit, Beginning of period, restated		(8,563,880	)		(6,201,557	)
Deficit, End of period	$	(8,926,647	)	$	(6,471,588	)

Basic and diluted loss per common share	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding		39,890,995			28,800,207

(The accompanying notes are an integral part of these consolidated financial statements)

SPUR VENTURES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(Unaudited - Prepared by Management)

In Canadian dollars		2005			2004
Cash flows from operating activities
Cash received from customers	$	2,038,598		$	- -
Investment income		- -			825
Interest received		123,089			28,811
Interest paid		(90,547	)		- -
Cash paid to suppliers and employees		(2,923,778	)		(138,050	)
		(852,638	)		(108,414	)
Cash flows from investing activities
Feasibility study, project development		(65,815	)		(8,964	)
Purchase of fixed assets		(1,114,366	)		- -
Redemption of short-term investment		5,510,500			- -
Amount due to Yuanfeng		(2,870	)		- -
Amount due from joint venture partner - YMC		- -			(500,000	)
Amount due from joint venture partner - YSC		(1,597	)		(1,658,534	)
Disposal of marketable securities		- -			100,833
		4,325,852			(2,066,665	)
Cash flows from financing activities
Share subscriptions received, net		- -			390,000
Repayment of bank loans		(730,500	)		- -
		(730,500	)		390,000
Effect of exchange rate changes		(51,359	)		- -
Increase (decrease) in cash and cash equivalents		2,691,355			(1,785,079	)
Cash and cash equivalents, beginning of period		9,484,991			4,965,571
Cash and cash equivalents, end of period	$	12,176,346		$	3,180,492

(The accompanying notes are an integral part of these consolidated financial statements)

SPUR VENTURES INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
(Unaudited)

1. Basis of Presentation

The accompanying interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). These interim consolidated financial statements do not include all disclosures required under Canadian generally accepted accounting principles for annual audited financial statements. Accordingly, they should be read in conjunction with the notes to the Company’s audited consolidated financial statements for the year ended December 31, 2004.

The same accounting policies, as disclosed in the audited financial statements, included in the Company’s latest annual report have been used.

The preparation of the consolidated financial statements compliant with generally accepted accounting principles requires management to make estimates and assumptions. These estimates affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from these estimates.

In the opinion of management, all adjustments considered necessary for fair presentation of the results for the periods presented have been reflected in the consolidated financial statements.

The unaudited consolidated financial statements include Spur Ventures Inc. (“the Company”), its 72.18% owned joint venture company, Yichang Spur Chemicals Ltd. (“YSC”), since the date of acquisition, its 78.72% owned Joint Venture Company which is awaiting approval of the Chinese authorities, Yichang Maple Leaf Chemicals Ltd. (“YMC”) (Note 2) and its wholly owned subsidiaries, Spur Chemicals (BVI) Inc. and International Phosphate Mining Corporation (International Phosphate). All significant inter-company transactions and accounts have been eliminated.

Certain items have been reclassified to conform to the current period presentation. There is no effect on total results of operations or shareholders’ equity.

SPUR VENTURES INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
(Unaudited)

2. Mineral Properties

Yichang Phosphate Project

			Spur
	YMC		Ventures Inc.	Total
	RMB	CA$	CA$	CA$
Exploration and development costs
Balance, December 31, 2004	2,125,787	309,089	2,108,249	2,417,338
General and administration	95,768	13,992	-	13,992
Consulting	60,000	8,766	12,000	20,766
Travel	99,176	14,490	-	14,490
Legal and professional	60,853	8,891	-	8,891
Salaries and benefits	52,547	7,677	-	7,677
Translation adjustment	- -	1,488	-	1,488
Balance, March 31, 2005	2,494,131	364,393	2,120,249	2,484,642

As of March 31, 2005, YMC has not received the final regulatory approval in China on the changes in terms of the joint venture and thus the Chinese partner had not transferred the land and mineral rights to YMC. Once the land and mineral rights are transferred to YMC, the Company’s interest in YMC will be adjusted to 78.72%, with the Chinese joint venture partner holding 21.28% .

During the three months ended March 31, 2005, the Company incurred exploration and development costs of $67,304 in relation to the YMC joint venture. As of March 31, 2005, the Company has capitalized exploration and development expenses of $2,484,642 in relation to the YMC joint venture.

SPUR VENTURES INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
(Unaudited)

3. Fixed Assets

								December 31,
		March 31, 2005						2004
				Accumulated		Net book		Net book
		Cost		depreciation		value		value
Building	$	1,665,679	$	80,559	$	1,585,120	$	1,597,625
Construction in progress		5,558,493		- -		5,558,493		4,435,561
Machinery and equipment		2,412,202		231,446		2,180,756		2,316,359
Motor vehicle		134,718		17,656		117,062		37,558
Office equipment and furniture		73,720		17,180		56,540		45,181
Leasehold improvement		19,898		14,924		4,974		6,632
	$	9,864,710	$	361,765	$	9,502,945	$	8,438,916

4. Land Use Rights

								December 31,
		March 31, 2005						2004
				Accumulated		Net book		Net book
		Cost		amortization		value		value
Land use rights	$	494,736	$	13,918	$	480,818	$	482,639

SPUR VENTURES INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
(Unaudited)

5. Amount outstanding with minority shareholders

As of March 31, 2005, the Company has the following amounts outstanding with minority shareholders of YSC, Yichang Phosphorous Chemical Industries Group Co. (“YPCC”):

	RMB		CA$
Bank loan for the benefits of YPCC (Note 6)	6,900,000		1,008,091
Loan from YPCC	(4,476,675	)	(654,042	)
Net exposure of YSC	2,423,325		354,049
Advance to YPCC and its subsidiaries	127,663		18,652
	2,550,988		372,700

The company is still in discussion with YPCC and the Agricultural Bank of China regarding the full repayment of the bank loan, RMB6,900,000 ($1,008,091), which was due in December 2004 (Note 6).

6. Bank Loans

Principal Amount		Annual interest
RMB	CA$	rate	Maturity date
11,900,000	1,738,590	5.84%	October 27, 2005
2,700,000	394,470	5.58%	November 3, 2005
6,900,000	1,008,090	6.588% (Note 5)	December 27, 2004
21,500,000	3,141,150

SPUR VENTURES INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
" MARCH 31, 2005
(Unaudited)

7. Capital Stock, Warrants and Options

(a) Capital Stock

The following is a summary of capital stock transactions during the three-month period ended March 31, 2005:-

(i)	Authorized
	Unlimited common shares without par value
	Unlimited preferred shares without par value, issuable in series and with special rights and restrictions to be determined on issuance
(ii)	Issued and outstanding

	Number of
	common shares		Amount
Balance, December 31, 2004	39,889,328	$	27,550,651
Issued for exercise of options	50,000		45,000
Balance, March 31, 2005	39,939,328	$	27,595,651

On March 11, 2005, 50,000 stock options were exercised at $0.90 each.

(b) Warrants

There was no warrant granted, exercised or cancelled during the three-month period ended March 31, 2005.

The following table summarizes information about warrants outstanding at March 31, 2005:

Number of warrants		Exercise price	Expiry date
300,000	$	1.10	July 15, 2005
5,830,000		1.50	June 23, 2006
6,130,000

SPUR VENTURES INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
(Unaudited)

7.Capital Stock, Warrants and Options (Continued)
(c)	Stock Options
The following is a summary of stock option transactions during the three-month period ended March 31, 2005:

				Weighted
				average
	Options			exercise
	outstanding			price
Balance, December 31, 2004	5,535,000		$	1.02
Granted	500,000			1.80
Exercised (Note 7(a))	(50,000	)		0.90
Balance, March 31, 2005	5,985,000		$	1.08

On March 3, 2005, the Company granted incentive stock options for 500,000 shares at a price of $1.80 per share exercisable up to March 1, 2010, to a director. 50% of the options become vested on March 1, 2006 and the remaining 50% become vested on March 1, 2007.

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with assumptions for the grant as follows:

Risk free interest rate	3.64%
Expected life of options in years	1 to 5 years
Expected volatility	52%
Dividend per share	$0.00

SPUR VENTURES INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
(Unaudited)

7.Capital Stock, Warrants and Options (Continued)
(c)	Stock Options (Continued)
The following table summarizes information about stock options outstanding at March 31, 2005:

Option Price
	Exercise
Number of options	price	Expiry Date
50,000	$         0.90	October 18, 2005
700,000	0.90	June 19, 2006
50,000	0.90	November 19, 2006
2,200,000	0.60	May 6, 2008
635,000	1.20	June 19, 2008
1,650,000	1.50	July 23, 2009
200,000	1.50	October 12, 2009
500,000	1.80	March 1, 2010
5,985,000

During the three months ended March 31, 2005, compensation expense of $227,803 was recognized for options previously granted and vesting over time using the Black-Scholes option pricing model with the assumptions disclosed in the annual audited consolidated financial statements and the interim financial statements.

8. Related Party Transactions

During the three-month period ended March 31, 2005, the Company paid consulting fees of $39,500 (2004: $97,500) to 2 companies controlled by directors (2004: 5). The Company also paid legal fees of $3,745 (2004: $nil) to an officer.

Included in prepaid expenses is $6,999 due from two directors in relation to travel advances.

Included in accounts payable and accrued liabilities, there are $3,990 and $3,333 due to an officer for his legal services and a company controlled by a director for his consulting services, respectively and $9,862 due to an officer and two directors for expenses incurred on behalf of the Company.

SPUR VENTURES INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
(Unaudited)

9. Segmented Information

Management considers developing an integrated fertilizer business including the development of the phosphate project in China to be the Company’s principal activity. All revenues are earned from sales to customers located in China.

		March 31, 2005
		Canada		China		Consolidated
Current assets	$	907,759	$	13,180,885	$	14,088,644
Fixed assets - net		18,158		9,484,787		9,502,945
Land use rights - net		- -		480,818		480,818
Mineral properties		- -		2,484,642		2,484,642
Total assets	$	925,917	$	25,631,132	$	26,557,049
		December 31, 2004
		Canada		China		Consolidated
Current assets	$	15,931,184	$	844,883	$	16,776,067
Fixed assets - net		18,694		8,420,222		8,438,916
Land use rights		- -		482,639		482,639
Mineral properties		- -		2,417,338		2,417,338
Total assets	$	15,949,878	$	12,165,082	$	28,114,960