UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 20-F

                                  ANNUAL REPORT
     PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended October 31, 2001

                       Commission File Number: 000 -18343

                              WORLD VENTURES, INC.
                       (formerly Nu-Dawn Resources, Inc.)
              ----------------------------------------------------
             (Exact Name of Registrant as specified in its charter)

                                 Not Applicable
                  ---------------------------------------------
                 (Translation of Registrant's name into English)

                          Province of British Columbia
                  ---------------------------------------------
                 (Jurisdiction of incorporation or organization)

                 102 Piper Crescent, Nanaimo, BC, Canada V9T 3G3
                     --------------------------------------
                    (Address of principal executive offices)

                  Securities registered or to be registered pursuant to Section
12(b) of the Act.
                                      None

 Securities registered or to be registered pursuant to Section 12(g) of the Act.
                            No Par Value Common Stock
                                 --------------
                                (Title of Class)

 Securities for which there is a reporting obligation pursuant to Section 15(d)
                                   of the Act.
                                      None
                                 --------------
                                (Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period of this Registration
Statement:        7,782,154
                  ---------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                   Yes |X| No

Indicate by check mark which financial statement item the registrant has elected
to follow.

                               Item 17 |X| Item 18

<PAGE>


Currencies: Monetary amounts in this Form 20-F are stated in Canadian dollars
            (Cdn $) except where specifically stated otherwise.


                                     PART I

ITEM 1.  BUSINESS

(a) General Development of Business
    -------------------------------

World Ventures, Inc. (the "Company") ( formerly Nu-Dawn Resources, Inc.),
effected a name change June 28, 1999.

World Ventures, Inc. (formerly Nu-Dawn Resources, Inc.) was incorporated on
October 3, 1980 by registration of its Memorandum and Articles under the Company
Act of the Province of British Columbia. Since its formation, the Company has
been engaged in the acquisition and exploration of mineral properties. In 1999,
the Company changed its direction of business to pursue real estate and land
development.

In 1986 the Company completed the sale of 600,000 shares of common stock at
$0.50 per share in a public offering in Canada. In subsequent years, the Company
raised additional capital for the primary purpose of exploring certain mineral
properties through the private placement of common stock in Canada.

By agreement dated November 21, 1986 the Company completed a private placement
of 248,000 "flow-through" common shares at a price of $0.3226 per share to 14
private investors, together with warrants to purchase up to 248,000 additional
shares at $0.40 per share during the ensuing 12 months. No commissions were paid
by the Company. Subsequently, warrants for the purchase of an additional 105,614
shares were exercised by certain of the investors for total proceeds to the
Company of $42,245. "Flow-through" common shares under applicable laws of Canada
permit amounts paid by investors to be expended by the issuer in exploration of
mineral properties with the amounts expended deductible, for purposes of
reporting income under applicable Canadian income tax laws, by the individual
investor and not by the issuer. Other than such characteristics, such shares are
equivalent to all other shares of common stock of the issuer.

In August 1987, the Company completed a private placement of 550,797
'flow-through' common shares at a price of $0.37 per share to 19 private
investors, together with warrants to purchase up to 550,797 additional shares at
$0.42 per share during the ensuing 12 months. Yorkton Securities Inc. (a
Canadian broker-dealer) received a commission of 10% of the gross proceeds. None
of the warrants were exercised and all have expired.

In 1988, the Company entered into an agreement to acquire an ore concentrating
and milling facility and small parcel of land located within a few miles of the
Company's two principal mining prospects in British Columbia near the town of
Salmo. The acquisition was completed in 1989 and as consideration for the
acquisition of the milling facility (referred to hereafter as the "H.B. Mill"),
the Company issued 7,200,000 shares of its common stock to Nor-Quest Resources
Ltd., a publicly-owned British Columbia corporation ("Nor-Quest").

                                       2

<PAGE>


For approximately 12 months through late 1989, the Company had an agreement with
Nor-Quest pursuant to which certain operating and other expenses of the Company
were advanced by Nor-Quest, which was then the majority shareholder of the
Company. In late 1989, Nor-Quest sold its stock ownership interest in the
Company in a private transaction and agreed with the purchaser that amounts owed
by the Company to Nor-Quest would be limited to $50,000 and would be repaid only
out of future operating profits from the H.B. Mill.

In 1989 the Company issued 120,000 shares of its common stock to Najcorp
Investments Inc., a British Columbia corporation, for the acquisition of a 0.5%
working interest in four natural gas wells located in Atoka County, Oklahoma,
U.S.A.

Subsequent to the private sale of the Company's stock by Nor-Quest, as described
above, the purchaser of those shares, Dydar Resources Ltd. ('Dydar'), a British
Columbia corporation owned by Raynerd B. Carson, who became a director of the
Company in November, 1989, made a private acquisition from the Company of
2,000,000 shares of the Company's common stock and a stock purchase warrant
entitling Dydar to purchase an additional 2,000,000 shares of common stock at
$0.20 per share for a total purchase price of $300,000. The shares and any
shares acquired from exercise of the warrant are subject to a 12 month
restriction from transfer expiring November 20, 1990. Dydar exercised its stock
purchase warrant to purchase an additional 2,000,000 shares of common stock for
$400,000 on October 30, 1990. In connection with the acquisition of the Company
shares from Nor-Quest and the private purchase from the Company, three persons
designated by Dydar were added to the Board of Directors of the Company and two
former directors resigned.

During the year ended October 31, 1991 the Company issued 476,388 shares, to a
company controlled by a director and officer, for consideration of $160,781
pursuant to a private placement. The consideration consisted of cash of $30,000
and the assumption of accounts payable of $130,781 by the investor. In addition,
the investor received warrants to purchase an additional 476,388 shares at
$0.3375 per share until May 22, 1992 and at $0.39 per share from May 23, 1992 to
May 22, 1993.

During the year ended October 31,1992 the Company issued 1,494,217 shares.
1,400,000 shares were issued pursuant to a private placement of 1,400,000 units
consisting of one share and a two year purchase warrant to purchase a share at
$0.15 in the first year and $0.20 in the second year. The warrants expire on
September 10,1993.During the period 94,217 shares were issued at $0.29.9 to
settle a debt totalling $28,265.00. Three directors resigned during the period
and one new director was appointed. The lease on the Yankee Dundee mining
property was terminated.

During the year ended October 31, 1993 the Company issued 784,470 shares
pursuant to exercise of warrants for debt. The Company sold the Jersey Emerald
mining claims for the consideration of twelve thousand dollars to be paid on
equal annual instalments over three years. The Company retains a one and one
half percent net smelter return royalty from any future production.

During the year ended October 31, 1994 the Company issued 1,000,000 units
pursuant to a private placement of $0.15 per unit, each unit consisting of one
common share and one non-transferable share purchase warrant exercisable for a
period of two years entitling the holders the right to purchase an additional
share at a price of $0.15 for the first year and at a price of $0.20 per share
if exercised between April 19, 1995 and April 18, 1996. October 31, 1994,
666,667 warrants were outstanding.

                                       3

<PAGE>


Issued 50,000 shares at a deemed price of $0.15 per share pursuant to a letter
agreement for exploration work.

None of the Company's mineral properties in Canada are in production. One small
interest in a producing oil and gas property in the United States, acquired in
1989, provides no revenue.

During the year ended October 31, 1995  the Company :
--------------------------------------

(i)      issued 1,500,000 units at $0.15 per unit pursuant to a private
         placement agreement dated July 7,1995, each unit consisting of one
         common share and one non-transferable share purchase warrant entitling
         the holder to purchase a further common share for a period of two years
         at a price of $0.15 per share during the first year and $0.20 per share
         during the second year. The Company issued 266,667 units as an
         exploration payment on the Guanacaste property in Costa Rica and the
         balance for cash. A further 150,000 common shares were issued as a
         finder's fee in connection with this transaction.

         As at October 31,1996, 1,055,334 of the share purchase warrants
         remained unexercised.

(ii)     issued 386,709 common shares at a deemed price of $0.15 per share
         pursuant to a share for debt agreement.

         The Company employs one full-time officer. The Company relies on its
         officers and directors to conduct its business affairs.

During the year ended October 31, 1996 the Company:
--------------------------------------

(i)      issued 329,338 common shares for debt settlement of $71,069 of which
         196,000 of those shares were issued to an individual related to the
         President of the Company for debt settlement of $29,400.

(Ii)     issued 700,000 units at $0.20 per unit pursuant to a private placement
         agreement, each unit consisting of one flow-through common share and
         one non-transferable share purchase warrant entitling the holder to
         purchase either one flow-through common share or one common share, at a
         price of $0.20 per share, for a period of one year. As at October 31,
         1996 all the share purchase warrants remain unexercised.

(iii)    issued 500,000 units at $0.50 per unit pursuant to a private placement
         to a company controlled by the President of the Company for cash
         proceeds of $233,331 and debt settlement of $16,669. Each unit
         consisting of one common share and one non-transferable share purchase
         warrant entitling the holder to purchase an additional common share for
         a period of two years at a price of $0.50 per share during the first
         year and $0.60 per share during the second year. As at October 31,
         1996, 115,495 of the share purchase warrants had been exercised for
         debt settlement of $57,748.

(iv)     issue 444,666 common shares pursuant to a private placement for cash
         proceeds of $50,000 and settlement of exploration payments of $14,000.

                                       4

<PAGE>


During the year ended October 31, 1997 the Company:
--------------------------------------

(i)      issued 1,000,000 shares at $0.15 per share with non-transferable share
         purchase warrants to purchase 1,000,000 shares at $0.15 per share for a
         one year period and $0.18 per share in the second year. At October 31,
         1997 696,499 of the share purchase warrants remained unexercised.

(ii)     issued 325,000 units at $0.20 per share pursuant to a private placement
         agreement dated November 1996 entitling the holder to purchase either
         one flow-through common share or one common share at a price of $0.20
         for a period of one year.

(iii)    issued 303,501 units at $0.15 per share on exercise of warrants for
         cash proceeds of $45,526.

(iv)     issued 1,054,610 units at $0.20 per share on exercise of warrants for
         debt settlement of $210,922.

During the year ended October 31, 1998, the Company:
--------------------------------------

(i)      Issued 330,166 common shares at $0.15 per share pursuant to exercise of
         purchase warrants of private placement agreement dated April 29, 1997,
         for cash proceeds of $49,525.

(ii)     In advance of a Private Placement Agreement dated April 15, 1998, a
         loan of $143,389 was advanced to the Company to be repaid upon
         completion of the Agreement (proposed completion date November 1998) to
         issue 1,000,000 non-transferable shares at a price of $0.15 per share
         with non-transferable share purchase warrants to purchase 1,000,000
         shares at $0.15 in the first year and $0.18 in the second year.

During the year ended October 31, 1999, the Company:
--------------------------------------

(i)      Pursuant to a private placement dated November 13, 1998, 1,000,000
         units were issued at a price of $0.15 per unit consisting of one share
         and one non-transferable share purchase warrant exercisable for a
         period of two years, granting the holder the right to acquire one
         additional share at $0.15 per share in the first year and at a price of
         $0.18 per share in the second year.

During the year ended October 31, 2000, the Company:
--------------------------------------
(i)      During 2000, a reverse stock split on a 5:1 basis occurred. The number
         of shares have been adjusted to reflect this transaction.

(ii)     Pursuant to a private placement dated April 5, 2000: 600,000 units were
         issued at a price of $0.25 per unit for cash. Each unit consisting of
         one share and one non-transferable share purchase warrant exercisable
         for a period of two years, granting the holder the right to acquire one
         additional share at a price of $0.25 per share in the first year and at
         a price of $0.40 per share in the second year.

                                       5

<PAGE>


During the year ended October 31, 2001, the Company:
--------------------------------------
(i)      Pursuant to a private placement dated November 13, 2000: 750,00 units
         were issued at a price of $0.10 per unit. Each unit consists of one
         common share and one non-transferable share purchase warrant
         exercisable for a period of two years, granting the holder the right to
         acquire one additional share at a price of $0.10 per share in the first
         year and at a price of $0.15 per share in the second year. Theses
         warrants were exercised during 2001 as settlement of debt.

(b) Industry Segments
    -----------------

The Company presently operates in two industries and four geographic segments:
(1) the mineral exploration and development business in Canada, Panama and Costa
Rica. The Company is in the development stage, never having received material
revenues from such operations. (2) The Company is in the process of acquiring
resort real estate projects in North and Central America, one in Arizona, U.S.A.
and one in Costa Rica. During the fiscal year, 1991, the Company received $8,416
for the sale of timber cut on Company land. During the fiscal year ended October
31,1993 the Company received $152,005 for the sale of timber cut on Company
land. During the year ended October 31, 1994 the Company received $10,155 for
the sale of equipment. During the year ended October 31, 1995, the Company
received $4,284 from operations. The Company received $14,379 from operations
during the year ended October 31, 1996. During the year ended October 31, 1997,
the only revenue received by the Company was interest from investment and sale
of spare equipment parts from the HB Mill, totalling $3,201. During the year
ended October 31,1998, revenue from the sale of equipment from the HB Mill
totalled $78,648. The sale of the Ymir property as per the settlement with
Premanco was applied to pay in full the taxes on the property and pay out the
account payable for legal fees to Siddall & Co.

In the future, the Company contemplates selling the land, and equipment of its
H.B. Mill in Salmo, British Columbia or if the opportunity presents its self
bringing the H.B. Mill and Concentrator into operation either for its own
account or in custom processing of mineral ores for others and in such event,
such activities may constitute a separate industry segment.

The Company will continue to maintain some of its mineral holdings with the
intent to recruit buyers or joint venture partners for their projects. The
Company will continue to pursue real estate and land development projects in
North and Central America.

(c) Narrative Description of Business
-------------------------------------

Upon organization the Company's organizers caused two non-producing mineral
properties located near Salmo, British Columbia, Canada, to be transferred to
the Company. Subsequently, the Company acquired interest in two other
non-producing mineral properties located in Ontario and British Columbia,
Canada. (ITEM 2)

The Company's principal activities through the end of 1999 have consisted
principally of financing activities for the purpose of raising capital to
explore Company properties and the exploration of the properties using the funds
raised. The Company intends to continue to explore its properties to determine
whether commercially extractable minerals exist and, if funding is available,
may engage in the development of mineralized zones and the production of
minerals. Through 1994/95 substantially all of the Company's available capital
has been expended for mineral property acquisition exploration and upgrading the
H.B. Mill. No mining operations have been conducted and no operation of the
Company's H.B. Mill, acquired in 1989, has been attempted.

                                       6

<PAGE>


In 1999, the Company put its mining projects on hold and changed its course of
business to include the resort development and real estate business. The Company
entered into an agreement to acquire 180 acres in Arizona, USA. No development
of the project has occurred, feasibility studies are ongoing.

(d) Plan of Operation
---------------------

The Company's planned mine operations, as soon as funds are available, are to
complete the exploration of existing properties in the Salmo, British Columbia
area and either develop or acquire a source of mineral bearing ore sufficient to
justify the commencement of operations at the Company's H.B. Mill, either alone
or under a joint venture type arrangement with one or more other mining
companies.

The Company's planned real estate activities are focused on an Arizona
mountain-top, property which may have development possibilities. Feasibility
studies and permitting approvals are required in the future phase of the
project.

The Company may sell all or part of its mining and milling equipment in Salmo,
BC. The Company may sell all or any part of its land holdings in Salmo, BC. The
Company may develop alone or with others all or any part of its land holdings in
Salmo, BC into residential and recreational lots.

Since its initial public offering in Canada in 1986, the Company has had
insufficient capital available to complete the exploration of its existing
properties or to develop any mining reserves. Due to the significant capital
investment involved in production mining operations and the operation of an ore
processing mill, it is likely that the Company may not make any final
determination as to the value or presence of any commercial mining reserves in
its existing properties for up to several years. Therefore, the Company will
continue to consider alternative sources of capital which may include
arrangements under which the Company would enter into joint venture arrangements
or undertake mineral property management on behalf of others. However, due to
uncertainties involved it cannot be ascertained whether sufficient capital will
be available for any such activities.

Since the Fall of 1999, the Company has concentrated on real estate and resort
projects. The Company's investigations are at the early feasibility stages and
there is no assurance that permitting or financing for these projects will be
available.

(i)  Products
-------------

Because the Company has been in the development stage in the mining business and
is not engaged in the business of extracting minerals from any of its properties
or operating its ore processing mill, the Company does not have any principal
products. The only revenues received were from spare machinery and parts that
the Company owned.



(ii)  Status of Product
-----------------------

There has been no public announcement of, nor has the Company otherwise made
public information about, any new product or industry segment of the Company
requiring the investment by the Company of a material amount of its total

                                       7

<PAGE>


assets, or which is otherwise material to the Company's operations. However,
should the Company determine to commence operations of its H.B. Mill or the
Company's real estate development, as to which there has been no determination,
the commencement of such operations would require a large expenditure of funds
prior to commencement of operations and the commitment of future operating
capital, neither of which are presently available to the Company.


(iii) Raw Materials
      -------------

The sources and availability of raw materials essential to the Company's
business are limited in the context that mineral bearing ore of a high enough
commercial grade to justify development must be discovered or otherwise acquired
and explored before a production decision can be made and implemented. Because
the Company's processing mill is already in existence, the Company intends to
focus early efforts in developing a source of ore for processing in the vicinity
of Salmo, British Columbia, and area in which mineral exploration, mining and
processing has been conducted for over 100 years and therefore, many of the
available properties may have been mined out or acquired by others. Any raw
materials essential to mineral exploration or mine and mill operations are
limited only to the extent that major mineral supply firms may be unable to
provide the Company with required supplies as the need therefore arises in the
future. No shortages are anticipated.

Real estate resort projects are dependent on permitting, public demand, water
supply, utilities and roads. The Company anticipates no lack of materials and
supplies.

(iv)  Patents, Trademarks and Licenses
      --------------------------------

The Company has no material patents, trademarks, licenses, franchises or
concessions except insofar as mining claims or properties acquired from the
Canadian & Costa Rican governments. The Company believes it is in compliance
with all applicable obligations regarding such titles.

(v) Seasonality
    -----------

The Company's business is seasonal only to the extent that severe winter
conditions may limit the Company's exploratory activities or future mill
operating activities or real estate development.

(vi) Working Capital Items
     ---------------------

The Company is in the development state and thus has no material revenues from
activities. As a result, most of the Company's activities have been and are
likely in the future to be conducted using available capital resources, the lack
of which could restrict the Company's future activities.

(vii) Customer Dependence
      -------------------

The Company is not dependent upon a single or few customers for revenues.

(viii)  Backlog of Orders
        -----------------

The nature of the Company's business precludes a backlog of orders.

                                       8

<PAGE>


(ix) Government Contracts
     --------------------

No portion of the Company's business is subject to renegotiation of profits or
termination of contracts or subcontracts at the election of the government.

(x) Competition
    -----------

The mining industry in which the Company is engaged is in general, highly
competitive. Competitors include well-capitalized mining companies, independent
mining companies and other companies having financial and other resources far
greater than those of the Company. The Company encounters strong competition in
attempting to acquire additional mineral properties and interest in commercially
mineable ore reserves in the Salmo, British Columbia area. In general,
properties with a higher grade of recoverable mineral and/or which are more
readily mineable afford the owners a competitive advantage in that the cost of
production is lower. Thus, a degree of competition exists between those engaged
in the mining industry to acquire the most valuable properties. The Company's
competitive position in the mining business in general, and in the Salmo,
British Columbia area in particular, is insignificant.

The real estate and land development business in which the Company is engaged
is, in general, highly competitive. Competitors include well-capitalized real
estate and land development companies and individuals having financial and other
resources far greater than those of the Company. In general, a degree of
competition exists between those engaged in the real estate industry to acquire
the most desirable properties. The Company's competitive position in the real
estate and land development business in general is insignificant.

(xi) Research and Development
     ------------------------

The Company has not engaged in any material research and development activities
during its last three fiscal years except to the extent that it conducted
mineral exploration activities.

(xii) Environmental Regulation
      ------------------------

Mining
------

The Company, like any business involved in the extraction or processing of
mineral properties, may be required to make extensive capital expenditures in
the future to protect the environment and to comply with applicable
environmental regulations in connection with any exploration, development,
mining or milling activities. As of the end of 1997, the Company was engaged in
no such activities. However, such capital expenditures or requirements could
effect the Company's competitive position in the business and, conceivably,
could limit the Company's availability to enter into some projects. No capital
expenditures for environmental control facilities have been made and the Company
does not expect to make any such expenditures during the current or coming
fiscal year.

Real Estate and Resort Development
----------------------------------

The Company, like any business involved in land development, may be required to
make extensive capital expenditures in the future to protect the environment and
to comply with applicable environment regulations in connection with real estate
development. However, such capital expenditures or requirements could effect the

                                       9

<PAGE>


Company's competitive position in the real estate and resort development
business and, conceivably, could limit the Company's availability to enter into
some real estate and resort projects. No capital expenditures for environmental
control facilities have been made and the Company does not expect to make any
such expenditures during the current or coming fiscal year.

(xiii) Employees
       ---------

During fiscal year ended October 31, 2001, the Company employed one part-time
office manager who provided services to the company on a contract basis. Most
Company operations will be conducted by the officers on a part time basis or by
outside contractors. If the H.B. Mill is placed into operation by the Company,
or a real estate/resort project is developed, full-time employees would be
expected to be hired.

(d) Financial Information About Foreign and Domestic Operations and Export Sales
    ----------------------------------------------------------------------------

The Company does not foresee that there is any risk to the conduct of its
business in Canada, United States of America or Costa Rica.



ITEM 2.  DESCRIPTION OF PROPERTY

Ymir Properties
---------------

As of October 31, 1998 the Company sold all of its interest in the Ymir
properties.

Triton Property
---------------

The Company has a 50% interest in a joint-venture basis with Greater Temagami
Mines Ltd., an unaffiliated corporation, in five unsurveyed mining claims in the
Shiningtree area of the Larder Lake mining division, Ontario, Canada. The Triton
Property is accessible from both the east (New Liskeard, Elk Lake and Gowganda)
and from the west (Sudbury, Grogama) via highway 560. A 4- mile gravel road
connects the property to the highway. The Shiningtree region is underlain mainly
by basic to intermediate volcanic rocks which occur within a wide trending belt.
The main historic gold occurrence near the Triton Property is the Kingston Vein,
though only limited production has been recorded. A number of other gold
deposits in the Siningtree region occur to the northwest, along the strike of
the volcanos.

In November 1978, a brief geological mapping project which encompassed the
Triton Property, was conducted which determined that sparse outcrops in the area
consisted of basalt. In late 1986 and early 1987 the joint venture established a
grid on the property, including the 1978 baseline, and carried out surveys and
862 metres of diamond drilling in six holes.

During August 1987, the joint venture conducted a mapping and prospecting
program on the Triton Property which included trenching and stripping the
bedrock in two different locations. Several old trenches and pits were
discovered during mapping. From October through mid-November 1987, a diamond
drilling program, Phase 1, was carried out on the Triton Property for the
purpose of investigating the depth and extent of the Kingston Vein and to extend
the known mineralized zone. The program consisted of five drill holes totalling
492 metres.

From mid-January to March 1988, the Phase 2 diamond drilling program was carried
out on the Triton Property for the purpose of investigating the extent of the
Kingston Vein in and around the Kingston shaft and testing the area around the

                                       10

<PAGE>


Western Shaft and the trenches in the northeast portion of the grid. The program
consisted of 12 holes totalling 1,349 metres. The exploration program has
established several gold bearing quartz veins on the Triton Property, with
anomalous gold values obtained ranging from .035 oz. gold per ton in one test
hole to as high as .694 oz. of gold per ton in one hole. Additional drilling to
further test the areas where encouraging results were found has been
recommended. The Company and its join venture partners have made no
determination about what further exploration will be undertaken. The Company's
expenditures in the joint venture have totalled $250,000.

As of October 31, 2000 The Company has a 50% interest in certain mineral claims
located in MacMurchy Township of the Larder Lake Mining Division, Ontario. A
third party has agreed to maintain the good standing of the mineral claims.
During the year ended October 31, 1997, the Company wrote down the balance of
its interest in this property.

H.B. Mill Property
------------------

In 1989 the Company acquired the H.B. Mill in Salmo, British Columbia, by the
issuance of 7,200,000 shares to Nor-Quest Resources Ltd. The H.B. millsite
occupies a small parcel of land and was originally constructed in the 1950s to
process ore produced at the H.B. Mine in Salmo. Ultimately, the mine was
depleted and the mill was used for custom processing intermittently for a number
of years, last in 1983. Thereafter, regular maintenance was conducted by various
owners. In the mid-1980s the cyanide processing portion of the plant was
rehabilitated and modernized in anticipation of placing the mill into operation.
However, the mill has not been operated. In 1990 an unaffiliated mining
engineering firm provided a report concerning the mill which indicated that its
present fair market value, based on its size, condition and replacement costs,
and considering that in excess of $517,000 in expenditures would be required
before operations could commence, would be in excess of $11,200,000. Replacement
value is estimated at $45,287,000. The Company considers that its ownership of
the H.B. Mill will place it in a position during the coming years to acquire
ownership or operating interests in various mineral properties in the area as no
other operable or processing mill of comparable size presently exists and
numerous other individuals and companies maintain properties from which minerals
may be developed and mined.

The Company does not have any proven or probable mineral reserves on any of its
properties and none of the exploratory activities previously conducted by the
Company have established any such reserves, although the Company continues to
believe that further exploration of its properties could lead to establishment
of commercial quantities of extractable ore.

In 1998, H.B. Mill and land was written down by $350,055 In 1999, H.B. Mill and
land was written down by $872,371 to reflect management's best estimate of the
asset value.

Jersey Emerald Property
-----------------------

The Company sold the Jersey Emerald mining claims in 1993 for the consideration
of $12,000 to be paid in three equal annual payments and the Company retains a
one and one half percent net smelter return royalty. All property payments have
been made and the Company retains one and one-half percent net smelter return
royalty. Sultan Minerals Inc., a public company unrelated to Nu-Dawn Resources
Inc., is carrying out an exploration program, including core drilling, in
1996/97 on the property.

                                       11

<PAGE>


Saskatchewan Properties
-----------------------

During February and March of 1994 the Company acquired mining concessions in the
Fort a La Corne and White Swan Lake areas of Saskatchewan from the Saskatchewan
Department of Mineral Resources with an estimate of 50,000 acres. An airborne
maganetometer was carried out over the area required a cost of $67,638.98.
Ground geophysical surveys, plus 2 drilling holes, were competed in 1996 with
inconclusive results. The Company issued 50,000 shares of its common stock from
treasury to Dave McGowan (prospector) for acquiring the White Swan Lake
property. The combined costs of acquisition and exploration of all of the
Saskatchewan properties totalled an expenditure of $242,160.00.

The Company also entered into an option agreement to acquire a 100% interest,
subject to a 5% net profits royalty, in certain mineral claims in the Prince
Albert Mining District, Saskatchewan. To maintain this interest, the Company is
required to pay $2,000 annually for ten years to July 2003.

As of October 31, 1998 The Company had a 100% interest in certain mineral
exploration permits issued by Saskatchewan Energy and Mines in the Southern
Mining District in Saskatchewan. During the year, the Company allowed the
permits to lapse and wrote off the investment in those permits. The remaining
balance of $57,788 represents the Company's interest in the option in the Prince
Albert Mining District.

During 1999, the Company decided to abandon its interest and wrote off its
investment in this property.

Panama, Pan-Oro
---------------

During the year 1995, the Company entered into a letter of agreement with Grande
Portage Resources Ltd to enter into a joint-venture agreement to develop mineral
concessions in Panama. The agreement has not yet been concluded and regulatory
approval remains outstanding. During 1996, the Company entered into a letter of
agreement with Grande Portage Resources Ltd. to enter into a joint venture
agreement to develop mineral concessions in Panama The agreements have not been
concluded and regulatory approval remains outstanding. Resource properties
include $21,000 in costs charged by Pan-Oro S.A. During 2001, the Company
decided to write-down its investment in this property to a nominal carrying
value. The Company still retains the right to resume exploration in this
property. The Company has 90% ownership interest in Pan-Oro, S.A., a Panamanian
corporation.





Costa Rica, Guanacaste
----------------------
Pursuant to an option agreement dated October 23, 1995 between the Company and
Minera Oceanica, S.A., the Company acquired an option for the mineral and
surface rights in Concession 6622 situated in the Juntas de Abangores, District
of Guanacaste, Costa Rica, subject to a 10% royalty in favor of Minera Oceanica,
S.A. on operating profits derived from the property, or US $100,000 per year,
whichever is the greater. This royalty has been waived indefinitely until the
commencement of production.

                                       12

<PAGE>


In order to exercise the option, the Company must obtain an independent
feasibility study prior to June 30, 1997, and thereafter put the property into
production. Finders fees in the amount of $22,500 have been included in resource
properties.

Geological and geochemical surveys were carried out in 1996, and a core drill
hole was drilled to test for gold. Results to date have been inconclusive.

Sukut, Costa Rica
-----------------

The Company entered into an option agreement dated April 24, 1996 for the
mineral exploration permit (ID#6200) over an area of eighteen square kilometres
within the Bribri Indian Reservation situated in the Province of Limon, County
of Talamanca, District of Bratsi. There has been a moratorium placed on any
mining activity by the Asamblea Legislativa de Costa Rica.

In order to exercise this option, the Company must comply with the following:

(1)  pay the optionor $10,000 within eight days of the signing of the agreement
     (paid); and

(2)  pay the optionor $10,000 upon the anniversary date of the agreement; and

(3)  spend a minimum amount of $100,000 in lobbying and perform the necessary
     efforts to obtain the approval of the exploration permit by the Asamblea
     Legislativa de Costa Rica; and

(4)  once the exploration permit becomes fully legal and enforceable, pay the
     optionor $15,000 within three months, $50,000 one year after approval,
     $75,000 two years after the approval and subsequently $75,000 per year upon
     each anniversary date.

Once the exploration phase is completed, the Company has the option to apply for
the exploitation (mining) permit. In order to exercise this option, the Company
must, once the exploitation permit is granted, pay the optionor the greater of
3% of the net smelter return and $75,000 per year. The Company has the option to
purchase outright 50% of the vendor's net smelter return for US$1,500,000 and
the right of first refusal to purchase the remaining balance.

During the year ended October 31, 1997, the permit was withdrawn from the
optionor by the Costa Rican authorities. Therefore, the Company has written down
its interest in this property.

During the year ended October 31, 1997, Minera Oceanica S.A., a Nu-Dawn
associate Costa Rican company, entered into an agreement with an Indian Mining
Cooperative. Whereby, Minera Oceanica S.A. can earn a 75% working interest in
three mining concessions on the Indian Reserve. One of these concessions (18 sq
km) covers the Sukut prospect, and other two (40 sq km) cover an area
approximately 20 km west of the Sukut, referred to as the Rio Dueri. Minera
Oceanica S.A. has assigned to Nu-Dawn the rights to its contract.

During the year ended October 31, 1998, The Indian Mining Co-op applied for
exploration permits on the project from the Costa Rican government. As of
October 31,1998, the permits had not been issued.

Asbestos Claims, Quebec, Canada
-------------------------------

The Company entered into an option agreement dated October 8, 1997, with Vant
Resources Inc. for the Asbestos "A" claims in Maizerets, Quebec and the
Exploration Claims in Soissons, Quebec. In order to exercise the option, the
Company must pay the optionor an aggregate of $1,070,000.

                                       13

<PAGE>


After the Company has recovered all its pre-production expenditures on the
property, it shall pay to the optionor a royalty equal to 5% of the net profits
arising from commercial production. At any time after the commencement of
commercial production, the optionor can surrender its royalty to the Company in
consideration of shares of the Company with a market value of $500,000 at the
date of surrender.

As of October 31, 1998, the Agreement was put on hold. Nu-Dawn paid the property
taxes and Vant Resources Inc. extended the agreement until further notice.

As of October 31, 1999, the Company has not made a $50,000 payment due September
15, 1998 nor a $1,000,000 payment due September 15, 1999. During 1999, the
Company decided to abandon its interest and wrote off its investment in this
property.

Gladiator, Arizona, USA
-----------------------

The Company entered into an option agreement with Curitiba S.A., a Costa Rican
corporation to acquire 100% of the issued and outstanding shares of Nor-Quest
Arizona Inc., an Arizona Corporation. Nor-Quest Arizona Inc. has title to one
hundred and seventy acres within the Prescott National Forest in the State of
Arizona.

The option is exercisable until January 14, 2002 for consideration of four
million common shares. As part of the agreement, the Company has agreed to pay
any property tax balance outstanding at the time the option is exercised, not to
exceed $4,000 US dollars. During 2001, the Company decided to abandon its
interest and wrote-off its investment in this property.

ITEM 3.  LEGAL PROCEEDINGS

As of October 31, 1995, there are two legal actions to which the Company is a
party or of which any of its property is the subject as of the date of this
Registration Statement.

(a)  During 1995, Premanco Industries Ltd. (Premanco) an unrelated party, has
     brought an action against the Company and others in the Supreme Court of
     British Columbia claiming that the Company and others logged or caused to
     be logged without the permission of Premanco approximately 20,000 cubic
     meters or more of timber from certain properties. The claim has been
     defended by the Company and they have stated that if any logging was done
     any liability for these actions must rest with the Company's solicitor who
     acted on the Company's behalf in connection with an application to the
     Nelson land title office to release Premanco's timber rights. As of October
     31, 1997, this action is ongoing with no new developments to report. During
     the year ended October 31, 1998: A civil action in which the defendants
     also included some of the directors of Nu-Dawn, an attorney who acted for
     the Company, and the Province of British Columbia was finally settled out
     of court in September 1998. Nu-Dawn was able to pledge its Salmo land and
     mill machinery to secure its share of the settlement of $450,000. Nu-Dawn
     has no further obligation in this matter.

(b)  A damage action has commenced in Ontario, Canada against the Company, R.B.
     Carson, and Dydar Resources Ltd. Dydar and Carson are vehemently defending
     themselves against this action. The Company's counsel advises that the
     Company should not be a defendant and counsel has made a plea to the court
     to effectively have Nu-Dawn removed from this action. The 1,000,000 shares
     referred to in Item 4:Note 2, are the subject of the legal action.

                                       14

<PAGE>
<TABLE>
<CAPTION>


     During 1996 the action discussed in Item 3 (b) has been dismissed at no
     cost to the Company, except for Nu-Dawn's legal fees.


ITEM 4.  CONTROL OF REGISTRANT

The following table sets forth the person(s) known to the Company to own
beneficially more that ten percent (10%) of any class of the Company's voting
securities and the total amount of any class of the Company's voting securities
owned by the officers and directors as a group:

Title of Class             Identity of                  Amount and Nature of l      Percent
                         Person or Group                  Beneficia Ownership       of Class
                                                              ( Note 1 )
---------------------------------------------------------------------------------------------
<S>                 <C>                                        <C>                   <C>
Common              Curitiba S.A.
                    2742, 1 Avenida. Calles 27 & 29
                    San Jose, Costa Rica                       2,117,688              27.2%


Common              Investors First S.A.                       2,026,733              26.0%
                    c/o Arias, Aleman & Mora
                    Calle 50 Edif Tower 1ER Piso
                    Apartado 8799
                    Panama 5, Panama
---------------------------------------------------------------------------------------------
Common              Officers and Directors                        34,600               0.6%
                    Collectively
---------------------------------------------------------------------------------------------

Note 1: Beneficial owners listed have sole voting and investment power with
        respect to the shares shown unless otherwise indicated.




ITEM 5.  NATURE OF TRADING MARKET

The common stock of the Company are listed on the Vancouver Stock Exchange in
Canada. There is no trading market called in the United States. The following
table sets forth the high and the low sales prices for shares of common stock on
the Vancouver Stock Exchange for each quarter of the Company's last two fiscal
years. Brokers in the United States can make a market on the NASD electronic
bulletin board by submitting a Form 211 with the NASD.

                                       15
</TABLE>

<PAGE>


PRICE RANGE                                     High               Low
--------------------------------------------------------------------------------
2001 1st Quarter                                0.15               0.05

2001 2nd Quarter                                0.04               0.05

2001 3rd Quarter                                0.20               0.04

2001 4th Quarter                                0.22               0.03

2000 1st Quarter                                0.25               0.12

2000 2nd Quarter                                0.25               0.07

2000 3rd Quarter                                0.19               0.15

2000 4th Quarter                                0.15               0.05
--------------------------------------------------------------------------------

As of October 31, 2001 the Company had approximately 184 registered shareholders
on record of its no par value common stock. Based on representations received by
the Company from certain record holders, the Company believes that there are in
excess of 1,000 non-registered beneficial owners of its common stock bringing
the total number of shareholders in excess of 1,200.


ITEM 6.  EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY  HOLDERS

Canada has no system of exchange controls. There are no restrictions on the
repatriation of capital or earnings of a Canadian public company to non-resident
investors. There are no laws of Canada or exchange restrictions affecting the
remittance of dividends, profits, interest, royalties and other payments to
non-resident holders of the Company's securities, except as discussed in Item 7
below.

There are no limitations under the laws of Canada or in the charter of the
Company on the right of foreigners to hold or vote securities of the Company,
except that the Investment Canada Act may require review and approval by the
agency operated thereunder of acquisition of "control" of the Company's
securities by a "non-Canadian". Control for such purpose is classed as one-third
or more of the issued voting securities. "Non-Canadian" generally means a person
not ordinarily resident in Canada.




ITEM 7.  TAXATION

A brief description of certain provision of the tax treaty between Canada and
the United States is included below, together with a brief outline of certain
taxes, including withholding provisions, to which United States security holders
are subject under existing laws and regulations of Canada and the United States.
The consequences, if any, of state, provincial and local taxes are not
considered.

The information below necessarily is general and security holder should seek the
advice of their own tax advisors, tax counsel or accountants with respect to the
applicability or effect of the matters discussed to their own individual
circumstances and also with respect to any state and local taxes.

                                       16

<PAGE>


Under the tax convention between Canada and the United States, with limited
exceptions, security holders who are residents of the United States (other than
United States corporations holding 10% or more of the voting securities of the
Company) are subject to a 15% withholding tax on the gross amount of any
dividends paid by the Company. the non-resident tax withheld is nonrefundable.
The tax withheld will not reduce the amount of dividends reportable for United
States income tax purposes, but security holders will have the election to
either (a) deduct the tax withheld from adjusted gross income, if they itemized
deductions, or (b) offset the tax withheld as a credit against United States
income tax liability, subject to the applicable limitations on the use of the
foregoing tax credit.

United States corporate security holders will not be able to avail themselves of
the 80% dividends received deduction to any extent unless the foreign
corporation is subject to United States income tax, has for an uninterrupted
period of 36 months or such shorter period of its existence been engaged in a
trade or business in the United States, and 50% or more of its gross income over
the 36 month period is effectively connected with its United States business.
(These conditions have not been satisfied in the past and likely will not be in
the future).

United States corporations owning 10% or more of the voting securities of the
Company are subject to a 10% withholding tax on the gross amount of any
dividends paid by the Company. For United States income tax purposes, such
corporations are deemed to have paid the Canadian or other non-United States
income taxes paid by the Company attributable to that dividend under a formula
that takes into account the dividend and both the Company's undistributed
earnings and the Canadian or other non-United States taxes paid by the Company
with respect to such earnings.


ITEM 8.  SELECTED FINANCIAL DATA

The following selected financial information concerning the Company is presented
in Canadian currency in accordance with U.S. generally accepted accounting
principles as reconciled from the Company's financial statements which are
presented in accordance with Canadian generally accepted accounting principles.
This information should be read in conjunction with the financial statements
appearing elsewhere herein.




The rate of exchange between U.S. dollars (U.S.$) and Canadian dollars (Cdn$)
for each of the Company's last five fiscal years was as follows:

                                          2001    2000    1999    1998    1997
                                          ------------------------------------
Rate at October 31,2001                   0.64    0.64    0.66    0.62    0.66

Average Rate for  the Calendar  Year      0.64    0.62    0.64    0.63    0.71
                                          ------------------------------------

                                       17

<PAGE>
<TABLE>
<CAPTION>


FOR THE YEAR ENDED OCTOBER 31, 2001:

                                                   2001          2000          1999
--------------------------------------------------------------------------------------
<S>                                             <C>           <C>           <C>
CONSOLIDATED STATEMENT OF OPERATIONS            $     --      $     --      $     --
------------------------------------

Revenue                                                  0             0         7,233

Costs and Expenses                                (243,561)     (186,709)     (167,065)

Write Down of Resource Property                    (44,095)            0       (86,264)

Write Down of Capital Assets & Deferred Costs            0             0      (881,279)

Net (-Loss)                                       (287,656)     (186,709)   (1,127,375)

Net (Loss) Per Share                                 (0.04)        (0.04)        (0.02)

CONSOLIDATED BALANCE SHEETS
---------------------------

Total Assets                                       890,622       957,251       943,812

Resource Properties                                393,281       436,263       424,127

Total Liabilities                                  951,449       880,422       830,274

Accumulated Deficit                             (6,675,700)   (6,388,044)   (6,201,335)

Working Capital (-Deficit)                        (287,656)     (186,709)   (1,127,375)

Shareholder's Equity                               (60,827)       76,829       113,538

Cash Dividends per Share                                 0             0             0
--------------------------------------------------------------------------------------


ITEM 9. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

All of the Company's capital resources from inception have come from the sale of
stock to investors. Available cash has been expended by the Company to explore
its non-producing mineral properties in British Columbia and Ontario. Operating
without full-time employees for most of the last six years and depending on the
part-time services of its officers and directors, the Company has been able to
direct most of its cash resources directly to property acquisition, exploration
and to upgrade the H.B. Mill facility. Resource properties reflect the
acquisition cost and direct exploration and development expenditures on the
Company's non-producing properties. During 1995/96 the Company expended $32,214
on the mill in maintenance and upgrading the facility.

                                       18
</TABLE>

<PAGE>


Results of Operations
---------------------

The Company has never received revenue from operations and has only minimal
amounts of interest and related income since inception. As acquisition,
exploration and development expenses are capitalized, annual losses reflect
primarily general and administrative expenses. Total expenses have increased
most years. The increases in 1990 and 1989 reflect an increase relating to
activities at the H.B. Mill. From acquisition of the H.B. Mill until September
1989, Nor-Quest Resources Ltd., from which the mill was acquired, advanced most
expenses on behalf of the Company subject to the Company's agreement to repay
the expenses. In September 1989, as part of an agreement between Nor-Quest and
Dydar, Nor-Quest agreed to limit the amount of liability of the Company to
$50,000 and that amounts owed would be paid only out of future operating profits
of the H.B. Mill. The acquisition cost of the H.B. Mill, $2,160,000, was paid in
Company stock. The cost was capitalized and resulted in the large increase in
total assets from 1988 to 1989. Expenditures on the mill during 1995 and 1996
have been capitalized and increased the assets. October 31, 1997 Costs
capitalized to the H.B. Mill totalled $15,759 (1996 - $14,013) for the year.
Costs capitalized include property taxes and general maintenance costs, net of
equipment sales. The Company recorded a write down of $860,439 for the year
ended October 31, 1997; $350,055 for the year ended October 31, 1998; and
$881,279 for the year ended October 31, 1999, to adjust the carrying value of
this asset to management's best estimate of the net recoverable amount.

The Company does not expect to be carrying out mining exploration and
development work on properties held under agreement. The Company expects to be
carrying out feasibility and development work on its real estate resort projects
in Arizona (USA) and Costa Rica. Operating losses approximating losses for
previous years are expected.

Liquidity and Capital Resources
-------------------------------

The Company's capital, and therefore its liquidity, has always depended upon
amounts raised from investors from the sale of stock, either privately or
publicly. The Company took over the position, " little cash available" in 1989
and Nor-Quest paid a large portion of the Company's expenses. During 1992 Dydar
purchased 1,066,436 shares of common stock for $160,000 and an investor
subscribed for 333,333,($50,000) units (private placement one share plus one two
year purchase warrant exercisable at $0.15 in first year and $0.20 in second
year) which amount will provide some liquidity for 1992. During 1993 Dydar
exercised part of its option at $0.20 to provide the Company $156,894. During
1994 the Company issued 1,333,333 shares @ $0.15 per share pursuant to a private
placement of 1,000,000 units @ $0.15 per unit. 333,333 shares were issued
pursuant to the exercise of warrants @ $0.15 per share. 666,667 warrants remain
outstanding and may be exercised @ at rate of $0.15 per share up until April 19,
1995 or @ $0.20 per share up until April 19, 1996. The Company issued 266,667
units as an exploration payment on the Guanacaste property in Costa Rica and the
balance for cash. A further 150,000 common shares were issued as a finder's fee
in connection with this transaction. As at October 31, 1996, 1,055,334 of the
share purchase warrants remain unexercised. During the year ended October 31,
1997, operating capital for the Company was raised by a private placement of
1,000,000 shares at $0.15 per share; issuance of 325,000 flow-through shares at
$0.20; exercise of warrants of 303,512 shares at $0.15 per share for cash
proceeds; and the issuance of 1,054,610 at $0.20 per share on exercise of
warrants for debt settlement of $210,922. During the year ended October 31,
1998, 330,166 warrants were exercised for cash in the amount of $49,524. As of
October 31, 1998, 366,333 share purchase warrants remained unexercised. During
the year ended October 31, 1999, the Company entered into a private placement
agreement in which 1,000,000 units were issued for proceeds of $150,000 . Each
unit is comprised of one common share and one share purchase warrant. Each share
purchase warrant enables the holder to acquire one additional common share at
$0.15 during the first year and at $0.18 during the second year. During the year
ended October 31, 2000, a reverse stock split on a 5:1 basis occurred and the

                                       19

<PAGE>


number of shares were adjusted to reflect this transaction. On March 1, 2000 an
account payable valued at year-end of approximately $95,000, was settled by
issuance of 380,000 common shares at a price of $0.25 per share. Pursuant to a
private placement agreement 600,000 units were issued at a price of $0.25 per
unit for cash $150,000. Each unit consists of one share and one non-transferable
share purchase warrant exercisable for a period of two years, granting the
holder the right to acquire one additional share at a price of $0.25 per share
in the first year and at a price of $0.40 in the second year. Pursuant to a
private placement dated November 13, 2000: 750,00 units were issued at a price
of $0.10 per unit. Each unit consists of one common share and one
non-transferable share purchase warrant exercisable for a period of two years,
granting the holder the right to acquire one additional share at a price of
$0.10 per share in the first year and at a price of $0.15 per share in the
second year. Theses warrants were exercised during 2001 as settlement of debt.

The Company will concentrate its efforts on mining holdings arrangements with
others in the mining business under which cash expenditures would be paid in
large part by the other entity. The Company presently lacks the cash required to
place its H.B. Mill into operation. The Company presently lacks the cash
required to develop its real estate projects. The Company will concentrate its
efforts on researching, developing and selling real estate, resort properties.
The Company does intend to raise outside capital for that purpose, although no
decisions on the sources or means of raising such capital have been made. The
Company intends to pursue in 2000 / 2001 its option to sell equipment and land
that it owns.


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The present term of office of each director will expire at the next Annual
Meeting of Shareholders. The executive officers of the Company are elected
annually at the first meeting of the Company's Board of Directors held after
each Annual Meeting of Shareholders. Each executive officer shall hold office
until his successor duly is elected and qualified or until his resignation or
until he shall be removed in the manner provided by the Company's Bylaws.

The name, position with the Company, the age of each director and executive
officer, and the period during which each has served are as follows:



Name and Position in the Company           Age     Director of Officer Since
--------------------------------------------------------------------------------

Raynerd B. Carson                          68      Director since November 1989
President and Director                             President since 1990
.................................................................................

James Wadsworth                            63      Director since August 1992
Vice-President and Director
.................................................................................

Dr. Stewart Jackson                        61      June 1997
Vice-President Explorations and Director
.................................................................................

Gary Van Norman                            63      Director since February 1996
Director
--------------------------------------------------------------------------------

                                       20

<PAGE>


The following is a brief account of the business experience during the past five
years of each director and executive officer:

Director / Officer            Principal Occupation During the Last Five Years
------------------            -----------------------------------------------

Raynerd B. Carson             Began his career working in the Uranium mines in
                              the Northwest Territories. From 1958 to 1966 he
                              worked as a prospector in Northern Quebec and
                              Ontario where he found one of the largest asbestos
                              deposits the world. In 1966 he organized Abitibi
                              Asbestos Mining Co. Ltd. He worked in all facets
                              of the mining industry up until the present time.

Dr. Stewart Jackson           Experienced professional with 38 years in the
                              mineral industry. Involved in exploration and
                              development of both base and precious metal
                              deposits in a wide range of environments for both
                              large and small companies. Responsible for the
                              discovery and development of several major mineral
                              discoveries.

James Wadsworth               Mill Superintendent in the Company's employ since
                              1990. He has over thirty years of experience in
                              the mineral extraction business and during this
                              time he has worked in many capacities from foreman
                              to mill superintendent for a number of mining
                              companies in British Columbia.

Gary Van Norman               Businessman/Land Developer, has over 30 years
                              expertise with land development, project
                              management, and marketing industry, both in Canada
                              and the USA. Mr. Van Norman was instrumental in
                              the development of two of Whistler, BC's largest
                              residential and recreational developments. He is
                              currently actively involved in senior capacities
                              with a similar project in BC.


One of the officers or directors of the Company are directors of any entities
the securities of which are registered under the Securities Exchange Act of 1934
or the Securities Exchange Act of 1933.

Dr. Stewart Jackson           Monument Resources Inc., Director, V.P.
                              Exploration Little Squaw Gold Mining Company,
                              Director, V.P. Exploration

ITEM 11.  COMPENSATION OF DIRECTORS AND OFFICERS

During the fiscal year ended October 31, 2001, there was no compensation to
directors and officers of the Company for services because of Canadian allowance
standards.

                                       21

<PAGE>


ITEM 12.  OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR  SUBSIDIARIES

The following is a summary of the employee and director stock options
outstanding as of October 31, 2001 and a summary of all such Options exercised
in 2000 and 2001.

Stock options granted as at October 31, 2001 were as follows:

--------------------------------------------------------------------------------
Directors                     Number of shares      Price       Expiration Date
--------------------------------------------------------------------------------

Stewart Jackson                    250,000          $0.25          May 8, 2005
--------------------------------------------------------------------------------

Gary Van Norman                    250,000          $0.25          May 8, 2005
--------------------------------------------------------------------------------

Employees and/or Consultants
--------------------------------------------------------------------------------

Ferne Nowlan                       50,000           $0.25          May 8, 2005
--------------------------------------------------------------------------------

Total outstanding director and employee stock options.......550,000

No stock options exercised by directors or employees during the years 2000 and
2001.

Under applicable regulations of the British Columbia Securities Commission, the
Company is not authorized to issue options to directors, employees or affiliates
constituting more than 10% of the outstanding common stock. There are no other
plans.

The Company pays other incidental compensation to executive officers from time
to time, consisting primarily of reimbursement for business related activities
on behalf of the Company. However, the aggregate of all such other compensation
did not exceed 10% of cash compensation reported for the fiscal year ended
October 31, 2001.

No cash compensation is currently being paid to members of the Board of
Directors for their services as directors. The Company paid $5,960 to one
director for consulting and related services rendered to the Company during the
year ended 1998. No cash compensation was paid to directors during the years
ended 1999, 2000 and 2001.

ITEM 13.  INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

In September 1989 subject to the approval of the Vancouver Stock Exchange,
Raynerd B. Carson and Dydar Resources Ltd. (Dydar), a corporation owned by
Raynerd B. Carson and members of his family, agreed to settle certain litigation
with Nor-Quest Resources Ltd. (Nor-Quest), then the majority shareholder of the
Company. Included in the terms of such settlement was the agreement by Dydar to
acquire the 7,200,000 shares of common stock of the Company owned by Nor-Quest.
Upon the approval of the transaction by the Vancouver Stock Exchange, Dydar
acquired the shares (and subsequently transferred beneficial ownership of
1,000,000 of such shares to an unaffiliated third party). Subsequently, two
members of the Board of Directors of the Company resigned and were replaced by
Raynerd B. Carson and two other nominees of Dydar.

                                       22

<PAGE>


In November 1989, upon approval by the Vancouver Stock Exchange, Dydar
subscribed to purchase, by way of private placement, 2,000,000 Units of the
Company's securities, consisting of 2,000,000 shares of common stock and a stock
purchase warrant to acquire an additional 2,000,000 shares for a purchase price
of $300,000. Dydar subscribed for the private placement of which Raynerd B.
Carson is the President, a director and substantial stockholder. Dydar exercised
its warrant October 30, 1990 bringing its holdings to 10,200,000 shares. During
the year ended October 31, 1991, the Company issued 476,388 shares, to Dydar (a
company controlled by a director and officer), for consideration of $160,781
pursuant to a private placement. The consideration consisted of cash of $30,000
and the assumption of accounts payable of $130,781 by the investor. In addition,
the investor received warrants to purchase an additional 476,388 shares at
$0.3375 per share until May 22, 1992 and at $0.39 per share from May 23, 1992 to
May 22, 1993. As at October 31, 1991, no warrants have been exercised. The
476,388 shares issued to Dydar brings its holdings to 10,676,388 shares. 425,901
shares were sold during the fiscal period via private sale or market sales.
During 1992 Dydar purchased 1,066,667 shares of common stock for $160,000.
During 1992 Dydar sold during the fiscal period via private sale or market sales
1,138,667 shares to bring its total to 10,178,487 shares. During 1993 fiscal
period Dydar exercised part of its option for a total of 784,470 shares and
during 1993 sold 784,958 to hold 10,177,999 shares. During 1994 Dydar sold
1,400,000 shares and purchased 666,666 from treasury through the take-down of
units and warrants at $0.15 per share and Dydar held 9,444,665 shares. During
the year 1995, Dydar purchased 56,500 shares $0.14 average per share bringing
the total to 9,501,165. During 1996, Curitiba S.A. purchased from Dydar
Resources Ltd. 7,813,665 shares of Nu-Dawn Resources Inc. for investment
purposes. As of October 31, 1996 Dydar held 2,115,495 shares of Nu-Dawn
Resources Inc.

As of October 31, 2001, 100,000 shares of World Ventures Inc. were held by Dydar
Resources Inc. in trust for Curitiba S.A.


                                     PART II

ITEM 14.  DESCRIPTION OF SECURITIES

(a)   Capital Stock
      -------------

The Company's authorized capital stock consists of 50,000,000 shares of common
stock, no par value. The following is a summary and is qualified in its entirety
by reference to the Company's Articles and Special Resolution and Altered
Memorandum, copies of which are exhibits to the Company's Registration
Statement.

(b)   Common Stock
      ------------

The outstanding shares of common stock are fully paid and non-assessable. As of
the date of this Statement, 7,782,154 shares of common stock were issued and
outstanding.

Holders of shares of common stock are entitled to participate equally as to
dividends, voting powers and participation in assets. No shares have been issued
subject to call or assessment. There are no pre-emptive rights, conversion
rights, provisions for redemption or purchase for either cancellation or
surrender or provisions for sinking or purchase funds. Provisions as to the
modifications, amendments or variations of such rights or such provisions are
contained in the Company Act of the Province of British Columbia.

                                       23

<PAGE>


                                    PART III

ITEM 15.  DEFAULTS UPON SENIOR SECURITIES                          None.

ITEM 16.  CHANGES IN SECURITIES AND CHANGES IN SECURITY
          FOR REGISTERED SECURITIES                                None.



                                     PART IV

ITEM 17.  FINANCIAL STATEMENTS


         INDEX                                                     Page
                                                                   ----

         Independent Auditors' Report to the Shareholders           F-1

         Financial Statements

         Balance Sheets                                             F-2

         Statements of Loss and Deficit                             F-3

         Statements of Cash Flows                                   F-4

         Notes to Financial Statements                              F-5 to F-16

                                       i

<PAGE>


Pannell Kerr Forster


                          INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF WORLD VENTURES INC.

We have audited the balance sheets of World Ventures Inc. as at October 31, 2001
and 2000 and the statements of loss and deficit and cash flows for the three
years in the period ended October 31, 2001. 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 an 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.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of World Ventures Inc. as at October 31, 2001
and 2000 and the results of its operations and its cash flows for the three
years in the period ended October 31, 2001 in accordance with Canadian generally
accepted accounting principles. Accounting principles generally accepted in
Canada differ in certain significant respects from accounting principles
generally accepted in the United States of America and are discussed in note 17
to the financial statements.

In the United States of America, reporting standards for auditors require the
addition of an explanatory paragraph (as included following the opinion
paragraph) when the financial statements are affected by the Company's ability
to continue as a going concern. Our report to the shareholders dated March 14,
2002 is also expressed in accordance with Canadian reporting standards which do
not permit a reference to such an uncertainty in the auditors' report when the
uncertainty is adequately disclosed in the financial statements.

Chartered Accountants

"Pannell Kerr Forster"

Vancouver, Canada
March 14, 2002
                    COMMENTS BY AUDITORS FOR CANADIAN READERS
                        ON CANADA - US REPORTING CONFLICT

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in note 2 to the financial
statements, the Company has insufficient cash resources and significant amounts
owing to suppliers and debt holders. These matters raise substantial doubt about
the Company's ability to continue as a going concern. The financial statements
do not include any adjustment that might result from the outcome of this
uncertainty.

Chartered Accountants

"Pannell Kerr Forster"

Vancouver, Canada

                                      F-1

<PAGE>
<TABLE>
<CAPTION>


WORLD VENTURES INC.
Balance Sheets (note 2)
October 31

===============================================================================================
                                                                        2001           2000
-----------------------------------------------------------------------------------------------

Assets (notes 4 and 10)

Current
  <S>                                                                <C>            <C>
  Cash                                                               $     7,976    $     7,109
  Accounts receivable                                                      4,579          4,226
  Due from related company (note 15(d))                                        0         24,187
-----------------------------------------------------------------------------------------------

Total Current Assets                                                      12,555         35,522
Fixed (notes 6, 7 and 10)                                                484,786        485,466
Resource Properties (notes 6 and 8)                                      393,281        436,263
-----------------------------------------------------------------------------------------------

Total Assets                                                         $   890,622    $   957,251
===============================================================================================

Liabilities

Current
  Accounts payable (note 9)                                          $   250,027    $   282,005
  Loan payable to Premanco Industries Ltd. (note 10)                     599,732        544,776
  Current portion of obligation under capital lease (note 11)              2,014          1,557
-----------------------------------------------------------------------------------------------

Total Current Liabilities                                                851,773        828,338
Obligation Under Capital Lease (note 11)                                      36          2,084
Long-Term Debt (note 12)                                                  50,000         50,000
Due to Shareholder (note 13)                                              49,640              0
-----------------------------------------------------------------------------------------------

Total Liabilities                                                        951,449        880,422
-----------------------------------------------------------------------------------------------

Capital Stock and Deficit

Capital Stock (note 14)                                                6,614,873      6,464,873
Deficit                                                               (6,675,700)    (6,388,044)
-----------------------------------------------------------------------------------------------

Total Shareholders' Equity (Deficit)                                     (60,827)        76,829
-----------------------------------------------------------------------------------------------

Total Liabilities and Shareholders' Equity (Deficit)                 $   890,622    $   957,251
===============================================================================================

Approved on behalf of the Board:


"Raynerd B. Carson"
............................................................  Director


"Gary Van Norman"
............................................................  Director


See notes to financial statements.      F-2

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


WORLD VENTURES INC.
Statements of Loss and Deficit
Years Ended October 31

=========================================================================================
                                                    2001           2000           1999
-----------------------------------------------------------------------------------------

Expenses
  <S>                                           <C>            <C>            <C>
  Consulting and management fees                $    75,000    $     2,348    $    16,600
  Interest and bank charges                          73,109         81,947         57,467
  Professional fees                                  30,578         12,630          8,272
  Accounting and administration                      16,854         18,724         17,655
  Rent                                               12,000         12,000         12,000
  Office and sundry                                  11,391         18,598         14,553
  Travel and promotion                               10,790         14,589         17,517
  Transfer agent, filing fees and printing            6,947          9,082          9,047
  Telephone and fax                                   4,941          4,774          8,742
  Vehicle and fuel                                      937          1,766          2,325
  Corporation capital tax                                 0          1,030              0
  Exploration                                             0              0          1,000
  Mineral and property tax                                0          7,995              0
  Depreciation                                        1,014          1,226          1,887
-----------------------------------------------------------------------------------------

Loss Before Other Items                            (243,561)      (186,709)      (167,065)
-----------------------------------------------------------------------------------------

Other Items
  Writedown of resource properties (note 8)          44,095              0         86,264
  Writedown of fixed assets (note 7)                      0              0        881,279
  Gain on sale of fixed assets                            0              0         (7,233)
-----------------------------------------------------------------------------------------

Total Other Items                                    44,095              0        960,310
-----------------------------------------------------------------------------------------

Net Loss for Year                                  (287,656)      (186,709)    (1,127,375)
Deficit, Beginning of Year                       (6,388,044)    (6,201,335)    (5,073,960)
-----------------------------------------------------------------------------------------

Deficit, End of Year                            $(6,675,700)   $(6,388,044)   $(6,201,335)
=========================================================================================

Basic Net Loss Per Share                        $     (0.04)   $     (0.03)   $     (0.20)
=========================================================================================

Weighted Average Number of Shares Outstanding     6,935,957      6,024,072      5,675,031
=========================================================================================

See notes to financial statements.         F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


WORLD VENTURES INC.
Statements of Cash Flows
Years Ended October 31

============================================================================================
                                                      2001           2000           1999
--------------------------------------------------------------------------------------------

Operating Activities
  <S>                                             <C>            <C>            <C>
  Net loss                                        $  (287,656)   $  (186,709)   $(1,127,375)
  Items not involving cash
    Consulting expense                                 75,000              0              0
    Accrued interest on loan payable                   54,956         64,212         35,534
    Writedown of resource properties                   44,095              0         86,264
    Depreciation                                        1,014          1,226          1,887
    Writedown of fixed assets                               0              0        881,279
    Gain on sale of fixed assets                            0              0         (7,233)
-------------------------------------------------------------------------------------------

Operating Cash Flow (Deficit)                        (112,591)      (121,271)      (129,644)
-------------------------------------------------------------------------------------------

Changes in NonCash Working Capital
  Accounts receivable                                    (353)           147            222
  Accounts payable                                    118,022        (12,836)       135,331
-------------------------------------------------------------------------------------------

Total Changes in NonCash Working Capital              117,669        (12,689)       135,553
-------------------------------------------------------------------------------------------

Cash Provided by (Used in) Operating Activities         5,078       (133,960)         5,909
-------------------------------------------------------------------------------------------

Investing Activities
  Additions to fixed assets and deferred costs           (334)             0         (8,907)
  Expenditures relating to resource properties,
    net of recoveries                                  (1,113)       (12,136)       (28,133)
-------------------------------------------------------------------------------------------

Cash Used in Investing Activities                      (1,447)       (12,136)       (37,040)
-------------------------------------------------------------------------------------------

Financing Activities
  Advances to related parties                          (1,173)        (3,155)        (4,113)
  Repayment of lease obligation                        (1,591)        (1,229)          (800)
  Capital stock issued                                      0        150,000              0
-------------------------------------------------------------------------------------------

Cash Provided by (Used in) Financing Activities        (2,764)       145,616         (4,913)
-------------------------------------------------------------------------------------------

Inflow (Outflow) of Cash                                  867           (480)       (36,044)
Cash, Beginning of Year                                 7,109          7,589         43,633
-------------------------------------------------------------------------------------------

Cash, End of Year                                 $     7,976    $     7,109    $     7,589
===========================================================================================

Supplemental Cash Flow Information
  Interest Paid During Year                       $       716    $     1,077    $     1,236
===========================================================================================

Supplemental Information for Investing and
  Financing Activities
    Shares issued as settlement of debt           $   150,000    $         0    $         0
===========================================================================================


See notes to financial statements.           F-4

</TABLE>

<PAGE>


WORLD VENTURES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

1.   OPERATIONS

     The Company was incorporated under the laws of British Columbia and its
     principal business activities include the development of resort properties
     and exploration of natural resource properties.

2.   GOING CONCERN

     These financial statements have been prepared by management in accordance
     with Canadian generally accepted accounting principles on a going concern
     basis which assumes that the Company will realize its assets and discharge
     its liabilities in the normal course of business.

     During 2001, the Company incurred a net loss of $287,656 (2000 - $186,709;
     1999 - $1,127,375) (accumulated losses from inception of the Company total
     $6,675,700) and at October 31, 2001 had a working capital deficiency (an
     excess of current liabilities over current assets) of $805,596. The
     Company's ability to continue as a going concern is in substantial doubt
     and is dependent upon its ability to secure additional financing on a
     timely basis, receive co-operation from its creditors and achieve
     sufficient cash flows to cover obligations and expenses. The outcome of
     these matters cannot be predicted at this time. These financial statements
     do not give effect to any adjustments to the amounts and classification of
     assets and liabilities which might be necessary should the Company be
     unable to continue its operations as a going concern.

     The Company's ability to meet its obligations and maintain its operations
     is contingent upon successful completion of additional financing
     arrangements and the continuing support of its creditors.

3.   BASIS OF PRESENTATION

     These financial statements are prepared in accordance with Canadian
     generally accepted accounting principles ("GAAP") and all figures are in
     Canadian dollars. Canadian GAAP differs in certain respects from accounting
     principles generally accepted in the United States of America. The
     significant differences and the approximate related effect on the financial
     statements are set forth in Note 17.

4.   CHARGE ON ASSETS

     A charge has been placed over all the assets of the Company as security for
     unpaid corporation capital tax amounting to approximately $64,000,
     including interest at October 31, 2001.

5.   SIGNIFICANT ACCOUNTING POLICIES

     (a)  Use of 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 amounts of assets
          and liabilities and disclosures of contingent assets and liabilities
          at the date of the financial statements, and the reported amounts of
          revenues and expenses during the reporting period. Actual results
          could differ from estimates and would impact future results of
          operations and cash flows.

                                      F-5

<PAGE>


WORLD VENTURES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

5.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (b)  Fixed assets

          H.B. Mill and land are recorded at original cost less writedowns to a
          net amount of $480,563 (2000 - $480,563) based on management's best
          estimate of the net recoverable amount, which reflects the value of
          the first charge against the property (notes 7, 10 and 18). Direct net
          expenditures incurred on the H.B. Mill are deferred in the accounts.
          No depreciation has been charged on H.B. Mill as the asset is not in
          production.

          Other fixed assets are recorded at cost.

          Depreciation of machinery, equipment and automobiles is calculated at
          20% per annum using the declining-balance method.

     (c)  Investments in and expenditures on resource properties

          Acquisition costs of resource properties together with direct
          exploration and development expenditures thereon, including interest,
          are deferred in the accounts. When production is attained these costs
          will be amortized. When deferred expenditures on individual producing
          properties exceed the estimated net realizable value, the properties
          are written down to the estimated net realizable value. Costs relating
          to properties abandoned are written-off when the decision to abandon
          is made.

     (d)  Financial instruments

          The Company's financial instruments include cash, accounts receivable,
          due from related company, accounts payable, amount due to shareholder,
          loan payable to Premanco Industries Ltd., obligation under capital
          lease, and long-term debt. 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
          financial instruments approximate their carrying values.

     (e)  Net loss per share

          Net loss per share computations are based on the weighted average
          number of common shares outstanding during the year. Common share
          equivalents consisting of stock options are not considered in the
          computation because their effect would be anti-dilutive.

                                      F-6

<PAGE>


WORLD VENTURES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

6.   REALIZATION OF ASSETS

     The investment in and expenditures on the H.B. Mill and land and resource
     properties comprise substantially all of the Company's assets. Recovery of
     the carrying value of the investment in these assets is dependent upon the
     existence of economically recoverable reserves, establishing legal
     ownership of the resource properties, the ability of the Company to obtain
     necessary financing to complete the exploration and development, the
     attainment of future profitable production or the disposition of these
     assets for proceeds in excess of their carrying values.

7.   FIXED ASSETS

     ===========================================================================
                                                      2001
     ---------------------------------------------------------------------------
                                                        Accumulated
                                              Cost      Depreciation      Net
     ---------------------------------------------------------------------------

     H.B. Mill and land (notes 10 and 18)     $480,563   $      0      $480,563
     Automobiles                                17,219     16,019         1,200
     Machinery                                   5,671      2,949         2,722
     Equipment                                     334         33           301
     ---------------------------------------------------------------------------

                                              $503,787   $ 19,001      $484,786
     ===========================================================================
                                                      2000
     ---------------------------------------------------------------------------
                                                       Accumulated
                                              Cost     Depreciation       Net
     ---------------------------------------------------------------------------

     H.B. Mill and land (notes 10 and 18)     $480,563   $      0      $480,563
     Automobiles                                17,219     15,719         1,500
     Machinery                                   5,671      2,268         3,403
     ---------------------------------------------------------------------------

                                              $503,453   $ 17,987      $485,466
     ===========================================================================

     Included in machinery is a leased asset with a net book value of $2,722
     (2000 - $3,403). In 1999, fixed assets were written down as follows: H.B.
     Mill and land by $872,371 and $8,908 of office equipment to reflect
     management's best estimate of the asset value.

     In 1998, H.B. Mill and land was written down by $350,055.

                                      F-7

<PAGE>
<TABLE>
<CAPTION>


WORLD VENTURES INC.
Notes to Financial Statements
Years Ended October 31

=============================================================================================

8.   RESOURCE PROPERTIES

     ========================================================================================

                                           Guanacaste     PanOro      Gladiator       Totals
     ----------------------------------------------------------------------------------------
     <S>                                    <C>          <C>          <C>          <C>
     Balance, October 31, 1999              $ 385,057    $  39,070    $       0    $ 424,127

     Legal and management                       4,068            0            0        4,068
     Travel                                     3,042            0            0        3,042
     Property tax                                   0            0        5,026        5,026
     ----------------------------------------------------------------------------------------
                                                7,110            0        5,026       12,136
     ----------------------------------------------------------------------------------------
     Balance, October 31, 2000                392,167       39,070        5,026      436,263
     ----------------------------------------------------------------------------------------

     Legal and management                         988            0            0          988
     Travel                                       125            0            0          125
     Writedown of resource properties               0      (39,069)      (5,026)     (44,095)
     ----------------------------------------------------------------------------------------
                                                1,113      (39,069)      (5,026)     (42,982)
     ----------------------------------------------------------------------------------------

     Balance, October 31, 2001              $ 393,280    $       1    $       0    $ 393,281
     ========================================================================================

     (a)  Guanacaste, Costa Rica

          Pursuant to an option agreement dated October 23, 1995 and amended
          February 27, 1996 between the Company and Minera Oceanica S.A., the
          Company acquired an option for the mineral and surface rights in
          Concession 6622 situated in the Juntas de Abangares, District of
          Guanacaste, Costa Rica, subject to a 10% royalty in favour of Minera
          Oceanica S.A. on operating profits derived from the property, or
          US$100,000 per year, whichever is greater. This royalty has been
          waived indefinitely until the commencement of production.

          Finders fees of $22,500 have been included in the cost of resource
          properties.

     (b)  Pan-Oro, Panama

          During 1995, the Company entered into a Letter of Agreement with
          Grande Portage Resources Ltd. to enter into a joint venture agreement
          to develop mineral concessions in Panama. The agreement has not yet
          been concluded and regulatory approval remains outstanding. During
          2001, the Company decided to write-down its investment in this
          property to a nominal carrying value. The Company still retains the
          right to resume exploration in this property. The Company has a 90%
          ownership interest in Pan-Oro S.A., an inactive Panamanian
          corporation.

     (c)  Gladiator, Arizona

          The Company entered into an option agreement with Curitiba S.A., a
          Costa Rican corporation, to acquire 100% of the issued and outstanding
          shares of Nor-Quest Arizona Inc., an Arizona Corporation. Nor-Quest
          Arizona Inc. has title to one hundred and seventy acres within the
          Prescott National Forest in the State of Arizona.

          The option is exercisable until January 14, 2002 for consideration of
          four million common shares. As part of the agreement, the Company has
          agreed to pay any property tax balance outstanding at the time the
          option is exercised, not to exceed $4,000 US dollars. During 2001, the
          Company decided to abandon its interest and wrote-off its investment
          in this property.

                                       F-8
</TABLE>

<PAGE>


WORLD VENTURES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

8.   RESOURCE PROPERTIES (Continued)

     (d)  Prince Albert, Saskatchewan

          The Company has entered into an option agreement to acquire a 100%
          interest, subject to a 5% net profit royalty, in certain mineral
          claims in the Prince Albert Mining District, Saskatchewan. To maintain
          its interest in the agreement, the Company is required to pay $2,000
          annually for ten years to July 2003. During 1999, the Company decided
          to abandon its interest and wrote off its investment in this property.

     (e)  Asbestos claims, Quebec

          The Company entered into an option agreement dated October 8, 1997
          with Vant Resources Inc. for the Asbestos "A" claims in Maizerets,
          Quebec and the Exploration Claims in Soissons, Quebec. In order to
          exercise the option, the Company must pay the optionor an aggregate of
          $1,070,000.

          The Company had not made a $50,000 payment due September 15, 1998, nor
          a $1,000,000 payment due September 15, 1999. During 1999, the Company
          decided to abandon its interest and wrote off its investment in this
          property.

     (f)  Triton, Ontario

          The Company has a 50% interest in certain mineral claims located in
          MacMurchy Township of the Lardev Lake Mining Division, Ontario. A
          third party has agreed to maintain the good standing of the mineral
          claims. During 1997, the Company wrote off the cost of its interest in
          this property.

9.   ACCOUNTS PAYABLE

     ===========================================================================
                                                         2001             2000
     ---------------------------------------------------------------------------




     Trade payable                                     $124,104         $169,564
     Capital taxes payable                               63,923           62,441
     Rent due to related parties                         52,000           40,000
     Accrued liabilities                                 10,000           10,000
     ---------------------------------------------------------------------------
                                                       $250,027         $282,005
     ===========================================================================

10.  LOAN PAYABLE TO PREMANCO INDUSTRIES LTD. AND LOSS ON LAWSUIT

     Premanco Industries Ltd. ("Premanco"), an unrelated party, brought an
     action against the Company and others in the Supreme Court of British
     Columbia claiming that the Company and others logged or caused to be
     logged, without the permission of Premanco, approximately 20,000 cubic
     meters or more of timber from certain properties. The claim has been
     defended by the Company and they have stated that if any logging was done,
     any liability for these actions must rest with the Company's solicitor who
     acted on the Company's behalf in connection with an application to the
     Nelson land title office to release Premanco's timber rights.

     The lawsuit was settled during 1998. The Company is liable for unjust
     enrichment of $450,000. Premanco has accepted as settlement a promissory
     note for $450,000, secured by a mortgage on the H.B. Mill property (note 7
     ) and a security agreement over all equipment and chattels, with interest
     at prime plus 2%, due October 31, 2000. The loan is now in default as the
     balance has not been paid pursuant to the terms of the settlement. Interest
     has been accrued on the loan up to October 31, 2001.

                                      F-9

<PAGE>


WORLD VENTURES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

10.  LOAN PAYABLE TO PREMANCO INDUSTRIES LTD. AND LOSS ON LAWSUIT (Continued)

     Premanco shall have no right to enforce any judgement obtained against the
     Company under this promissory note against any assets or properties of the
     Company other than those specified in the settlement agreement made between
     Premanco and the Company.

11.  OBLIGATION UNDER CAPITAL LEASE

     The following is a schedule of future minimum lease payments under capital
     lease:

     ===========================================================================

      Total minimum lease payments                                      $ 2,295
      Less:  Amount representing interest                                  (245)
     ---------------------------------------------------------------------------

      Present value of net minimum lease payments                         2,050
      Less:  Current portion                                              2,014
     ---------------------------------------------------------------------------
                                                                            $36
     ===========================================================================

12.  LONG-TERM DEBT

     This amount is unsecured, non-interest bearing and is to be repaid at a
     rate of 10% of the net profits of the H.B. Mill, if and when it goes into
     production (note 10).

13.  DUE TO SHAREHOLDER

     The amount due to shareholder arises from:

     ===========================================================================
      Consulting expenses paid by a shareholder
       and director                                                     $75,000
      Amount due from Dydar Resources Inc.                              (25,360)
     ---------------------------------------------------------------------------

      Present value of net minimum lease payments                       $49,640
     ===========================================================================

     This amount is non-interest bearing.

                                      F-10

<PAGE>


WORLD VENTURES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

14.  CAPITAL STOCK

     (a)  Authorized

           50,000,000 Common shares without par value

     (b)  Issued

          ======================================================================
                                                             Number
                                                           of Shares    Amount
          ----------------------------------------------------------------------

           Balance, October 31, 1999                       5,682,154  $6,314,873
            Issued for cash pursuant to private placement    600,000     150,000
          ----------------------------------------------------------------------

           Balance, October 31, 2000                       6,282,154   6,464,873
           Issued as settlement of debt                      750,000      75,000
           Exercised warrants as settlement of debt          750,000      75,000
          ----------------------------------------------------------------------

           Balance, October 31, 2001                       7,782,154  $6,614,873
          ======================================================================

          During 2001, the Company issued 750,000 units at a price of $0.10 per
          unit. Each unit consists of one common share and one non-transferable
          share purchase warrant exercisable for a period of two years, granting
          the holder the right to acquire one additional share at a price of
          $0.10 per share in the first year and at a price of $0.15 per share in
          the second year. These warrants were exercised during 2001 as
          settlement of debt.

     (c)  The following table summarizes the Company's stock option activity for
          the years ended October 31, 2001, 2000 and 1999:

          ======================================================================
                                                                       Weighted
                                                        Exercise       Average
                                            Number        Price        Exercise
                                          of Shares     Per Share       Price
          ----------------------------------------------------------------------

           Balance, October 31, 1998
            and 1999                      1,400,000       $ 0.15        $ 0.15
           Cancelled                     (1,400,000)      $ 0.15        $ 0.15
           Granted during 2000              550,000       $ 0.25        $ 0.25
          ----------------------------------------------------------------------

           Balance, October 31, 2000
            and 2001                        550,000       $ 0.25        $ 0.25
          ----------------------------------------------------------------------

     (d)  Stock options outstanding to directors and employees as at October 31,
          2001 and 2000 were as follows:

          ======================================================================
                                        Exercise            Number of Shares
           Expiry Date                   Price            2001            2000
          ----------------------------------------------------------------------
           May 8, 2005                  $ 0.25           550,000         550,000
          ======================================================================

                                      F-11

<PAGE>


WORLD VENTURES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

14.  CAPITAL STOCK (Continued)

     (e)  Share purchase warrants outstanding as at October 31, 2001 and 2000
          were as follows:

          ======================================================================
                                                          Number of Shares
           Expiry Date       Exercise Price             2001             2000
          ----------------------------------------------------------------------
           April 5, 2002        $ 0.40                 600,000          600,000
          ======================================================================

15.  RELATED PARTY TRANSACTIONS

     (a)  Services provided by directors or parties related to directors:

          ======================================================================
                                         2001           2000             1999
          ----------------------------------------------------------------------
           Rent                        $12,000        $12,000          $12,000
           Consulting and management         0          2,348           16,600
          ======================================================================

     (b)  Accounts receivable includes $3,165 due from a director (2000 -
          $33,000; 1999 - $3,165).

     (c)  Accounts payable includes $52,000 (2000 - $40,000; 1999 - $33,000) due
          to an individual related to the President of the Company and $4,900
          (2000 - $4,900; 1999 - $4,900) to a Company owned by a director.

     (d)  The amount receivable from a related Company is non-interest bearing,
          due on demand and is receivable from Dydar Resources Inc., a Company
          controlled by the President of the Company.

16.  INCOME TAX LOSSES

     The Company has operating losses which may be carried forward to apply
     against future years income for Canadian income tax purposes. These losses
     expire as follows:

     ===========================================================================
      Available to                                                   Amount
     ---------------------------------------------------------------------------
      2002                                                          $18,000
      2003                                                           14,000
      2004                                                          323,000
      2005                                                          636,000
      2006                                                          165,000
      2007                                                          177,000
      2008                                                          282,000
     ---------------------------------------------------------------------------
                                                                 $1,615,000
     ===========================================================================

     Effective January 1, 2000 the Company adopted the new recommendations of
     the Canadian Institute of Chartered Accountants with respect to accounting
     for income taxes. Under the new recommendations, the liability method of
     tax allocation is used, based on difference between financial reporting and
     tax bases of assets and liabilities. Previously, the deferral method was
     used, based on differences in the timing of reporting income and expenses
     in financial statements and tax returns. The new method was applied
     retroactively without restatement of prior years' figures. There is no
     effect of the new recommendations on the financial statements of the
     Company.

                                      F-12

<PAGE>


WORLD VENTURES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

16.  INCOME TAX LOSSES (Continued)

     Future income taxes reflect the tax effects of the temporary differences
     between the carrying amount of assets and liabilities for financial
     reporting purposes and the amount used for tax purposes. The components of
     future income tax assets at December 31, 2001, 2000 and 1999 are as
     follows:

     ===========================================================================
      Available to                             2001        2000         1999
     ---------------------------------------------------------------------------

      Future income tax assets
       Tax over book value of
        resource properties                 $1,244,704  $1,224,861   $1,224,861
       Tax over book value of fixed assets     587,023     586,567      586,016
       Noncapital loss carryforwards           726,750     610,650      542,250
     ---------------------------------------------------------------------------

                                             2,558,477   2,422,078    2,353,127
      Less:  Valuation allowance            (2,558,477) (2,422,078)  (2,353,127)
     ---------------------------------------------------------------------------

      Net future income tax asset                   $0          $0           $0
     ===========================================================================

     The valuation allowance reflects the Company's estimate that the tax assets
     likely will not be realized.

17.  DIFFERENCE BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
     PRINCIPLES (CANADIAN GAAP AND US GAAP)

     (a)  US accounting pronouncements

          Earnings per share

          In February 1997, the Financial Accounting Standards Board ("FASB")
          issued Statement of Financial Accounting Standards No. 128, (SFAS 128)
          "Earnings per Share". The statement is effective for financial
          statements for periods ending after December 15, 1997, and changes the
          method in which earnings per share will be determined. The Company's
          adoption of SFAS 128 for US GAAP purposes results in no difference in
          net loss per share disclosure.

     (b)  Stock options

          In 1995 the FASB issued SFAS No. 123 "Accounting for Stock-Based
          Compensation", which contains a fair value-based method for valuing
          stock-based compensation that entities may use. This measures
          compensation cost at the grant date based on the fair value for the
          award. Compensation is then recognized over the service period, which
          is usually the vesting period. For US GAAP purposes, management
          accounts for options under APB Opinion No. 25. As option exercise
          prices approximate market price on the dates of grants, no
          compensation expense has been recognized.

                                      F-13

<PAGE>


WORLD VENTURES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

17.  DIFFERENCE BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
     PRINCIPLES (CANADIAN GAAP AND US GAAP) (Continued)

          The Company applies APB Opinion No. 25 and related interpretations in
          accounting for its stock options granted to employees, and
          accordingly, compensation expense of $0 (2000 - $0) was recognized as
          salaries expense. Had compensation expense been determined as provided
          in SFAS 123 using the Black-Scholes option - pricing model, the
          pro-forma effect on the Company's net loss and per share amounts would
          have been as follows:

          ======================================================================
                                                        2001             2000
          ----------------------------------------------------------------------

           Net loss, as reported                     $(287,656)       $(186,709)
           Net loss, proforma                         (287,656)        (225,209)
           Net loss per share, as reported             $ (0.04)         $ (0.03)
           Net loss per share, proforma                $ (0.04)         $ (0.04)
          ======================================================================

          The fair value of each grant is calculated using the following
          weighted average assumptions:

          ======================================================================
                                                          2001          2000
          ----------------------------------------------------------------------

           Expected life (years)                           N/A           5
           Interest rate                                   N/A           5%
           Volatility                                      N/A           259%
           Dividend yield                                  N/A           0%
          ----------------------------------------------------------------------

     (c)  Exploration expenditures

          Under Canadian GAAP acquisition costs and exploration expenditures are
          capitalized (note 5(c)).

          Under US GAAP, exploration costs incurred in locating areas of
          potential mineralization are expensed as incurred. Commercial
          feasibility is established in compliance with Industry Guide 7 which
          consists of identifying that part of a mineral deposit that could be
          economically and legally extracted or produced at the time of the
          reserve determination. After an area of interest has been assessed as
          commercially feasible, expenditures specific to the area of interest
          for further development are capitalized. In deciding when an area of
          interest is likely to be commercially feasible, management may
          consider, among other factors, the results of prefeasibility studies,
          detailed analysis of drilling results, the supply and cost of required
          labour and equipment, and whether necessary mining and environmental
          permits can be obtained.

          Under US GAAP, mining projects and properties are reviewed for
          impairment whenever events or changes in circumstances indicate that
          the carrying amount of these assets may not be recoverable. If
          estimated future cash flows expected to result from the use of the
          mining project or property and its eventual disposition are less than
          the carrying amount of the mining project or property, an impairment
          is recognized based upon the estimated fair value of the mining
          project or property. Fair value generally is based on the present
          value of estimated future net cash flows for each mining project or
          property, calculated using estimated mineable reserves and mineral
          resources based on engineering reports, projected rates of production
          over the estimated mine life, recovery rates, capital requirements,
          remediation costs and future prices considering the Company's hedging
          and marketing plans.

                                      F-14

<PAGE>


WORLD VENTURES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

17.  DIFFERENCE BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
     PRINCIPLES (CANADIAN GAAP AND US GAAP) (Continued)

     (d)  Reconciliation of total assets, liabilities and shareholders' equity
          (deficit):

          ======================================================================
                                                            2001         2000
          ----------------------------------------------------------------------

           Total assets for Canadian GAAP                 $890,622     $957,251
           Adjustments to U.S. GAAP                         (1,113)     (12,136)
          ----------------------------------------------------------------------

           Total assets for U.S. GAAP                     $889,509     $945,115
          ======================================================================

           Total liabilities per Canadian GAAP            $951,449     $880,422
           Adjustments to U.S. GAAP                              0            0
          ----------------------------------------------------------------------

           Total liabilities for U.S. GAAP                 951,449      880,422
          ----------------------------------------------------------------------

           Total equity (deficit) for Canadian GAAP        (60,827)      76,829
           Adjustment to U.S. GAAP                          (1,113)     (12,136)
          ----------------------------------------------------------------------

           Total equity (deficit) for U.S. GAAP            (61,940)      64,693
          ----------------------------------------------------------------------

           Total equity (deficit) and liabilities
           for U.S. GAAP                                  $889,509     $945,115
          ======================================================================

     (e)  Reconciliation of loss reported in accordance with Canadian GAAP and
          U.S. GAAP:

          ======================================================================
                                              2001          2000         1999
          ----------------------------------------------------------------------

           Net loss Canadian GAAP          $(287,656)    $(186,709) $(1,127,375)
           Adjustments decreasing
            (increasing) net loss
           Writeoff of exploration
            expenditures                      (1,113)      (12,136)     (28,133)
          ----------------------------------------------------------------------

           Net loss U.S. GAAP               (288,769)     (198,845)  (1,155,508)
           Comprehensive income (loss)
            adjustments                     (523,640)     (522,527)    (510,391)
          ----------------------------------------------------------------------

           Comprehensive loss U.S. GAAP    $(812,409)    $(721,372) $(1,665,899)
          ----------------------------------------------------------------------

           Net loss per common share
            Canadian GAAP  Basic             $ (0.04)      $ (0.03)     $ (0.20)
          ----------------------------------------------------------------------

           U.S. GAAP  Basic                  $ (0.04)      $ (0.03)     $ (0.20)
          ----------------------------------------------------------------------

           Weighted average number of
            shares outstanding             6,935,957     6,024,072    5,675,031
          ======================================================================

                                      F-15

<PAGE>


WORLD VENTURES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

18.  SUBSEQUENT EVENT

     On December 1, 2001, the Company forfeited the H.B. Mill property to the
     Crown of British Columbia for non-payment of property taxes. Although the
     Company no longer owns the property, the Company may regain ownership by
     paying all delinquent taxes, penalties, interest, fees and costs incurred
     by the Province in administering the property. The Company has until
     November 30, 2002 to redeem the ownership of the property.

                                      F-16

<PAGE>


ITEM 18.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial Statements
     --------------------

See Item 17 for a list of financial statements and schedules incorporated as:
pages F-1 to F-16

(b)  Exhibits                             None
     --------

                                       24

<PAGE>





                                   SIGNATURES


         Pursuant to the requirements of Section 12 of the Securities Exchange
         Act of 1934, the Registrant certifies that it meets all of the
         requirements for filing a Forms 20-F and has duly caused this
         Registration Statement to be signed on its behalf by the undersigned,
         thereunto duly authorized.


         WORLD VENTURES INC.


         By:  /s/  Raynerd B. Carson                         April 10, 2002
         --------------------------------------              -------------
                   Raynerd B. Carson, President                  Date


                                       25