Bema Gold 6K Report of Foreign Private Issuer | SEC 15 Aug 06

BEMA GOLD CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands of United States dollars)

		As at			As at
		June 30			December 31
		2006			2005
ASSETS
Current
Cash and cash equivalents	$	66,966		$	76,266
Restricted cash(Note 4)		7,500			-
Accounts receivable		10,727			11,507
Marketable securities, at cost
(Market value - $17.2 million; December 31, 2005 - $16.5 million)		3,553			3,553
Inventories		33,462			30,844
Other		7,558			4,604
		129,766			126,774

Investments		14,684			12,946
Property, plant and equipment(Note 3)		692,637			583,736
Unrealized fair value of non-hedge derivative assets		22,543			2,449
Deferred derivative losses		3,946			4,614
Future income tax assets		5,100			5,100
Other assets		70,442			58,093
	$	939,118		$	793,712

LIABILITIES
Current
Accounts payable	$	58,003		$	36,515
Current portion of long-term debt		32,895			28,964
		90,898			65,479

Unrealized fair value of non-hedge derivative liabilities		117,169			66,966
Long-term debt(Note 4)		283,849			222,429
Future income tax liabilities		36,281			30,007
Asset retirement obligations		20,028			19,710
Other liabilities		1,279			1,129
		549,504			405,720

SHAREHOLDERS' EQUITY
Capital stock
Issued - 460,898,837 common shares (December 31, 2005 -
452,583,503)		693,437			674,176
Value assigned to share purchase warrants and stock options		38,119			32,919
Convertible notes and debt		18,849			24,281
Deficit		(360,791	)		(343,384	)
		389,614			387,992
	$	939,118		$	793,712

Approved by the Directors

"Clive T. Johnson"	"Robert J. Gayton"
Clive T. Johnson	Robert J. Gayton

BEMA GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the periods ended June 30
(Unaudited)
(in thousands of United States dollars, except shares and per share amounts)

		Second Quarter						Six Months
		2006			2005			2006			2005
GOLD REVENUE	$	50,797		$	22,357		$	97,868		$	43,835

EXPENSES
Operating costs		33,824			19,509			66,633			41,212
Depreciation and depletion		9,235			5,042			16,779			8,932
Accretion of asset retirement obligations		438			423			874			829
Refugio re-start of operations		-			3,023			-			7,211
Other		96			83			96			648
		43,593			28,080			84,382			58,832

MINE OPERATING INCOME (LOSS)		7,204			(5,723	)		13,486			(14,997	)

OTHER EXPENSES (INCOME)
General and administrative		2,850			2,371			6,100			5,044
Interest and financing costs		1,683			1,416			3,324			2,625
General exploration		315			381			500			650
Stock-based compensation(Note 5)		6,265			1,721			7,686			2,573
Foreign exchange (gains)/ losses		(1,837	)		181			(2,282	)		20
Other		(501	)		(111	)		(918	)		(123	)
		8,775			5,959			14,410			10,789

LOSS BEFORE TAXES AND OTHER ITEMS		(1,571	)		(11,682	)		(924	)		(25,786	)

Unrealized non-hedge derivative gains/ (losses)		2,736			(1,638	)		(27,637	)		(3,249	)
Realized non-hedge derivative (losses)/ gains		(4,277	)		116			(8,061	)		1,829
Investment gains		22,758			630			22,758			756
Equity in losses of associated companies		(16	)		(41	)		(82	)		(53	)
Write-down of net smelter royalty		-			-			-			(3,099	)

EARNINGS (LOSS) BEFORE TAXES AND OTHER ITEMS		19,630			(12,615	)		(13,946	)		(29,602	)

Current income taxes		(1,604	)		(108	)		(2,453	)		(180	)
Future income tax (expense)/ recovery		25			378			(1,008	)		2,621

NET EARNINGS (LOSS) FOR THE PERIOD	$	18,051		$	(12,345	)	$	(17,407	)	$	(27,161	)


EARNINGS (LOSS) PER COMMON SHARE - basic and diluted	$	0.04		$	(0.03	)	$	(0.04	)	$	(0.07	)

Weighted average number of common shares
outstanding (in thousands)		459,700			400,684			457,527			400,593

BEMA GOLD CORPORATION
CONSOLIDATED STATEMENTS OF DEFICIT
For the periods ended June 30
(Unaudited)
(in thousands of United States dollars)

		Second Quarter						Six Months
		2006			2005			2006			2005

DEFICIT, BEGINNING OF PERIOD	$	(378,842	)	$	(277,243	)	$	(343,384	)	$	(262,427	)
NET EARNINGS (LOSS) FOR THE PERIOD		18,051			(12,345	)		(17,407	)		(27,161	)
DEFICIT, END OF PERIOD	$	(360,791	)	$	(289,588	)	$	(360,791	)	$	(289,588	)

BEMA GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the periods ended June 30
(Unaudited)
(in thousands of United States dollars)

		Second Quarter						Six Months
		2006			2005			2006			2005

OPERATING ACTIVITIES
Net earnings (loss) for the period	$	18,051		$	(12,345	)	$	(17,407	)	$	(27,161	)
Non-cash charges (credits)
Depreciation and depletion		9,235			5,042			16,779			8,932
Amortization of deferred financing costs		73			115			146			160
Accretion of convertible notes		670			447			1,334			888
Accretion of asset retirement obligations		438			423			874			829
Equity in losses of associated companies		16			41			82			53
Derivative instruments		(761	)		1,379			30,777			2,880
Investment gains		(22,758	)		(630	)		(22,758	)		(756	)
Stock-based compensation		6,265			1,721			7,686			2,573
Future income tax expense/ (recovery)		(25	)		(378	)		1,008			(2,621	)
Write-down of net smelter royalty		-			-			-			3,099
Other		(537	)		(321	)		115			762
Change in non-cash working capital		384			(2,493	)		(4,889	)		(5,707	)
		11,051			(6,999	)		13,747			(16,069	)

FINANCING ACTIVITIES
Common shares issued, net of issue costs		8,732			525			10,797			531
Kupol project loan financing		219,820			-			219,820			-
Kupol bridge financing/ (repayment)		(150,000	)		32,500			(150,000	)		36,500
Refugio working capital loans/ (repayment)		(2,300	)		6,000			(2,850	)		6,000
Capital lease repayments		(854	)		(891	)		(2,562	)		(1,709	)
Financing costs		(5,884	)		(3,248	)		(9,284	)		(3,255	)
		69,514			34,886			65,921			38,067

INVESTING ACTIVITIES
Kupol development and construction		(51,294	)		(36,015	)		(87,245	)		(57,708	)
Kupol exploration		(1,418	)		(5,499	)		(1,898	)		(8,419	)
Julietta Mine		(816	)		(510	)		(1,907	)		(1,779	)
Julietta exploration		(1,090	)		(1,894	)		(2,746	)		(3,409	)
Refugio Mine		(603	)		(4,201	)		(5,029	)		(13,359	)
Refugio exploration		(593	)		-			(593	)		-
Petrex Mines		(461	)		(1,311	)		(2,201	)		(2,732	)
Petrex exploration		-			(414	)		-			(776	)
Acquisition, exploration and development		(2,094	)		(1,366	)		(2,896	)		(3,458	)
Investment purchases in associated company		(2,025	)		(902	)		(2,025	)		(902	)
Restricted cash		(7,500	)		-			(7,500	)		-
Proceeds on sales of investments		22,963			-			22,963			-
Net repayments of promissory notes by affiliated companies		224			-			2,224			-
Other		(108	)		(957	)		(115	)		(1,418	)
		(44,815	)		(53,069	)		(88,968	)		(93,960	)

Increase (decrease) in cash and cash equivalents		35,750			(25,182	)		(9,300	)		(71,962	)

Cash and cash equivalents, beginning of period		31,216			40,331			76,266			87,111

Cash and cash equivalents, end of period	$	66,966		$	15,149		$	66,966		$	15,149

Supplemental disclosure of cash flow information (Note 6)

BEMA GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended June 30, 2006
(all tabular amounts are in thousands of United States dollars unless otherwise stated)
(Unaudited)

1)	*Basis of presentation*

	These interim financial statements do not contain all the information required for annual financial statements and should be read in conjunction with the most recent annual financial statements of the Company. These financial statements follow the same accounting policies and methods of application as the most recent annual financial statements of the Company, with the exception of adopting the amended recommendations of the CICA for measurement of non-monetary transactions (CICA Handbook Section 3830), effective January 1, 2006. The adoption of the recommendations did not have a material impact on the consolidated financial statements.

2)	*Segmented information*

	The Company's reportable operating segments are as follows:

		Second Quarter						Six Months
		2006			2005			2006			2005

		Net earnings/ (loss)						Net earnings/ (loss)
GOLD MINING OPERATIONS
Refugio Mine	$	1,614		$	(3,359	)	$	5,257		$	(8,338	)
Julietta Mine		2,974			262			3,665			(2,295	)
Petrex Mines		(2,800	)		(1,723	)		(5,164	)		(310	)

EXPLORATION AND DEVELOPMENT		(315	)		(381	)		(500	)		(650	)

UNALLOCATED CORPORATE
General and administrative		(2,850	)		(2,371	)		(6,100	)		(5,044	)
Investment gains/ (losses)		22,742			589			22,676			(2,396	)
Unrealized derivative gains/ (losses)		2,736			(1,638	)		(27,637	)		(3,249	)
Stock-based compensation		(6,265	)		(1,721	)		(7,686	)		(2,573	)
Other		215			(2,003	)		(1,918	)		(2,306	)

NET EARNINGS (LOSS) FOR THE PERIOD	$	18,051		$	(12,345	)	$	(17,407	)	$	(27,161	)

		Gold revenue						Gold revenue
GOLD MINING OPERATIONS
Refugio Mine	$	16,201		$	-		$	33,559		$	-
Julietta Mine		16,924			8,899			28,134			14,418
Petrex Mines		17,672			13,458			36,175			29,417

GOLD REVENUE FOR THE PERIOD	$	50,797		$	22,357		$	97,868		$	43,835

3) Property, plant and equipment

a) Aldebaran Property (Cerro Casale)

On June 27, 2006 the Company announced that it has entered into definitive agreements with Barrick Gold Corporation (“Barrick”) and Arizona Star Resource Corp. (“Arizona Star”) and that the Company and Arizona Star are proceeding to complete the acquisition of Barrick’s (formerly Placer Dome Inc.’s) 51% of the shares of Compania Minera Casale (“CMC”), the owner of the Aldebaran Property in northern Chile which hosts the large Cerro Casale gold-copper deposit. The definitive agreements were entered into pursuant to the agreement in principle with Placer Dome Inc. to sell its interest in CMC announced on October 26, 2005. The transfer of Barrick’s interest occurred on June 30, 2006 and resulted in the Company holding a 49% interest in the Aldebaran Property.

Under the terms of these agreements, the Company and Arizona Star will jointly pay to Barrick $10 million upon a decision to construct a mine at Cerro Casale and either (a) a gold payment beginning 12 months after commencement of production consisting of 10,000 ounces of gold per year for five years and 20,000 ounces of gold per year for a subsequent seven years; or (b) a cash payment of $70 million payable when a construction decision is made, at the election of the Company and Arizona Star.

b) Petrex operations

On May 3, 2006, the Company announced that its 100% owned subsidiary Bema Gold SA (Pty) Limited (“Bema SA”), owner/operator of the Petrex Mines, has signed a memorandum of understanding (“MOU”) with Pamodzi Resources (Pty) Limited (“Pamodzi”), a South African company. Under the terms of the MOU, Pamodzi can earn up to 51% of the shares of Bema SA by investing a minimum of ZAR30 million in cash and by vending additional assets into Bema SA. The objective of this agreement is to improve the economics of the Petrex Mines and increase production by investing in underground development work to access higher grade ore, and to qualify Bema SA as a Black Economic Empowerment Company (“BEE”) under South African laws. It is the intent of Bema SA and Pamodzi to list this new entity on the Johannesburg Stock Exchange in the near future with an ultimate goal of acquiring and consolidating other mining interests in the East Rand mining district. The MOU is subject to certain conditions, including due diligence, Board and regulatory approvals and formal documentation.

4) Long-term debt and restricted cash

On May 26, 2006, the Company’s 75% owned subsidiary, Chukotka Mining and Geological Company (“CMGC”), owner of the Kupol project, made an initial $200 million drawdown on the Kupol Project Loan which consists of two tranches totalling $400 million. The initial $200 million was used in part to repay the $150 million Kupol bridge loan with the remainder being allocated toward funding of the continued development and construction of the Kupol Mine. Further draw downs will be disbursed as required. The Company has received a waiver from the project lenders giving the Company until August 31, 2006 to complete certain conditions precedent which were outstanding as at June 30, 2006.

The first tranche of the Project Loan is for $250 million and is fully underwritten by the Mandated Lead Arrangers, Bayerische Hypo- und Vereinsbank AG and Société Générale Corporate & Investment Banking. The second tranche for $150 million is from a group of multilateral and industry finance institutions, of which the Mandated Lead Arrangers are Caterpillar Financial SARL, Export Development Canada, International Finance Corporation (“IFC”) and Mitsubishi Corporation. Both tranches of the Project Loan have been drawn down on a pro rata basis. The Project Loan is secured against the Kupol Mine and guaranteed by the Company until economic completion is achieved, as defined by the loan agreements. In addition, CMGC has arranged a subordinated loan with the IFC for $25 million for the development of the Kupol Mine, $19.8 million of which was drawn down early in May.

On April 26, 2006, as required by the Kupol project loan facility, the Company has established a $7.5 million restricted cash account which is available for project cost overruns, if incurred, at any time up until the economic completion date.

5) Stock-based compensation

During the quarter ended June 30, 2006, approximately 7 million stock options were granted to employees and directors by the Company, having an exercise price of Cdn.$5.32 per share and expiring on April 4, 2016. The exercise price of these options was determined by the market price of the shares at the date of grant. One-half of the options granted vested immediately and the remainder will vest on April 4, 2007. The fair value of the options granted in the quarter was estimated at $9.8 million (or Cdn.$1.60 per option) at the date of grant using the Black-Scholes option pricing model. Approximately $5.8 million of the $9.8 million fair value amount was expensed in the quarter and the remaining $4 million will be charged to operations over the vesting period. Also included in stock-based compensation expense in the quarter was approximately $0.5 million relating to options granted in the beginning of the year and in 2005 that vested in the quarter. Option-pricing models require the input of highly subjective assumptions regarding the expected volatility of the Company's share price. Changes in assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company’s stock options at the date of grant.

As at June 30, 2006, approximately $5.5 million of the fair value of stock options previously granted remains to be expensed.

The fair value of the options granted during the second quarter of 2006 has been calculated using the Black-Scholes option-pricing model, based on the following assumptions:

- Risk free interest rate of 3.25% per annum
- Expected life of 2 years
- Expected volatility of 50%
- Dividend yield rate of nil

6) Supplemental disclosure of cash flow information

		Second Quarter				Six Months
		2006		2005		2006		2005

Non-cash investing and financing activities
Accounts payable relating to mine construction and property
development and deferred financing	$	21,181	$	3,039	$	25,978	$	6,186
Accretion of convertible notes and amortization of deferred
financing costs capitalized to property, plant and equipment		1,504		1,090		2,490		2,199
Endeavour Financial fees settled with issuance of shares		-		-		5,431		-
Refugio Mine equipment acquired under capital leases		-		54		-		2,096
Share purchase warrants issued for non-cash consideration		418		-		547		-
Common shares issued for non-cash consideration		-		300		-		300
Reallocation of fair value of stock-based compensation to
share capital upon exercise of stock options		2,452		169		3,033		169
Interest paid		4,841		1,488		12,257		4,887

Bema Gold Inactive 6-KReport of Foreign Private Issuer