---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 20-FANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED: OCTOBER 31, 2009Commission File Number: 000 - 18343WORLD 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, Canada(Jurisdiction of Incorporation or Organization)102 Piper Crescent, Nanaimo, BC, Canada V9T 3G3(Address of Principal Executive Offices, including Postal Code)(250) 756-0291(Issuers Telephone Number, Including Area Code)Securities registered or to be registered pursuant to Section 12(b) of the Exchange Act:NoneSecurities registered or to be registered pursuant to Section 12(g) of the Exchange 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 covered by the annual report: 20,053,208. Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act.Yes [   ]No [ x ] If this report is an annual report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.Yes [   ]No [ x ]


---

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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of Exchange Act. (Check one)
Large accelerated filer [   ]Accelerated filer [   ]Non-accelerated filer [ x ] Indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 [ x ]Item 18 [   ] If this is an annual report, indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ]No [ x ] The Issuers Common Stock is quoted on the OTC Bulletin Board  Symbol WVNTF:OB Currencies:
     Monetary amounts in this Form 20-F are stated in Canadian dollars (Cdn $) except where specifically stated otherwise
  THIS SUBMISSION SHOULD BE CONSIDERED IN CONJUNCTION WITH PREVIOUSLY FILED FORMS 20-F AND 6-K. THE AUDITED FINANCIAL STATEMENTS AND NOTES THERETO ATTACHED ARE AN INTEGRAL PART OF THIS SUBMISSION. 1


---

TABLE OF CONTENTS TABLE OF CONTENTS
     2GLOSSARY & ABBREVIATIONS
     4SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
     6REPORTING CURRENCY AND FINANCIAL INFORMATION
     6ITEM 1
     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
     7ITEM 2
     OFFER STATISTICS AND EXPECTED TIMETABLE
     7ITEM 3
     KEY INFORMATION
     7A. Selected Financial Information
     8B. Capitalization and Indebtedness
     9C. Reasons for the Offer and Use of Proceeds
     9D. Risk Factors
     9ITEM 4
     INFORMATION ON WORLD VENTURES INC
     11A. History and Development of World Ventures Inc.
     11B. Business Overview
     11C. Organizational Structure
     23D. Property, Plants and Equipment
     23ITEM 4A
     Unresolved Staff Comments
     24ITEM 5
     OPERATING AND FINANCIAL REVIEW AND PROSPECTS
     24A. Operating Results
     24B. Liquidity and Capital Resources
     26C. Research and Development, Patent and Licenses
     28D. Trend Information
     28E. Off-Balance Sheet Arrangements
     28F. Tabular Disclosure of Contractual Obligations
     29ITEM 6
     DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
     29A. Directors and Senior Management
     29B. Compensation
     30C. Board Practices
     30D. Employees
     31ITEM 7
     MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
     31A. Major Shareholders
     31B. Related Party Transactions
     32C. Interests of Experts and Counsel
     32ITEM 8
     FINANCIAL INFORMATION
     32A. Consolidated Statements and Other Financial Information
     32
  2


---

B. Significant Changes
     33ITEM 9
     THE OFFER AND LISTING
     34A. Offer and Listing Details
     34B. Plan of Distribution
     34C. Markets
     34D. Selling Shareholders
     34E. Dilution
     34F. Expenses of the Issue
     34ITEM 10
     ADDITIONAL INFORMATION
     35A. Share Capital
     35B. Memorandum and Articles of Association
     38C. Material Contracts
     40D. Exchange Controls
     40E. Taxation
     41F. Dividends and Paying Agents
     44G. Statement by Experts
     45H. Documents on Display
     45I. Subsidiary Information
     45ITEM 11
     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     45ITEM 12
     DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
     45ITEM 13
     DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
     46ITEM 14
     MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITYHOLDERS AND USE OF PROCEEDSITEM 15
     CONTROLS AND PROCEDURES
     46ITEM 16
     RESERVED BY THE SEC
     47ITEM 16A
     AUDIT COMMITTEE FINANCIAL EXPERT
     47ITEM 16B
     CODE OF CONDUCT
     47ITEM 16C
     PRINCIPAL ACCOUNTANT FEES AND SERVICES
     48ITEM 16D
     EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE
     48ITEM 16E
     PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
     48ITEM 17
     FINANCIAL STATEMENTS
     48ITEM 18
     CONSOLIDATED FINANCIAL STATEMENTS
     48ITEM 19
     EXHIBITS
     49
  3


---

GLOSSARY & ABBREVIATIONS Certain terms and their usage used throughout this Form 20-F are defined below. Adit Level
     The horizontal mine entry opening to allow mining activity to go underground,generally going into the side of a hill or mountain.Assay or Fire Assay
     A high-temperature process involving the melting of a rock to determine itsprecious and base metal content.Assessment Work
     Annual work requirement necessary to hold a mineral claim for the ensuingyear.Basement
     The part of the Earth's crust that occurs beneath a cover of sedimentary rocks.Company
     World Ventures Inc, its predecessors and subsidiaries.Consultants
     Persons retained to advise other persons or companies in the field of theirexpertise. Consultants act independently and are not employees.Diamond Kimberlite Pipes
     Diamond bearing kimberlite pipes.Downdip
     Down the plane of a surface of structure at an angle perpendicular to strike.Drill Testing
     Sampling of a unit, zone, or bed by taking samples from subsurface by meansof a drill.Electromagnetic Survey(E-M Survey)
     A method of measuring conductivity and resistivity variations of the Earthssurface by passing electricity through the ground measuring changes of electric fields produced.Exploration Program
     Work conducted directed toward discovery of a mineral commodity includinggeological, geochemical and geophysical mapping surface sampling, drill sampling and determination of mineral content.Extraction
     A chemical or physical process by which a metal or mineral is separated andremoved from a host rock.Fault
     A discrete surface separating two rock masses which have moved past oneanother.Geological Mapping
     Recording on paper of the real expression of rock types and their altitudes.Geophysical Anomalies
     Variations in physical parameters of the Earth that display differences frombackground or normal levels.Geophysical Exploration
     Exploration for mineral deposits utilizing instruments that measure variationsin the Earths physical properties.Gold-Bearing Structures
     Features within rock units or layers that carry gold and are frequently planar orlinear controlled by faults, shears or contacts.Grade
     The relative quantity of ore-mineral content in a mineralized body, e.g. grams of gold per t of rock or percent of copper.Ground Magnetometer
     An instrument used at ground or close to ground level to measure the intensityof the Earths magnetic field and variations of the field in time and space.Kimberlite Pipes
     Carrot  shaped pipes created when kimberlitic (iron-magnesium-rich) rocksare injected up through the Earths crust, occasionally contain economic concentrations of diamonds.Magnetic Survey
     A measure of the variations in the Earths magnetic field over a specific area.Mineral Claims
     Lands held by claiming or staking for mineral discovery and exploration underclaiming regulations of the government unit (country, state, province), which holds the lands.Mineral Lease Saskatchewan
     A metallic and industrial mineral lease issued by the Province ofSaskatchewan or property owners that conveys the right to develop and produce metallic and industrial minerals.Mineral
     A naturally occurring homogeneous substance having fixed physicalproperties and chemical composition and a defined crystal form.Mineral Reserve
     That part of a mineral deposit, that could be economically and legallyextracted or produced at the time of the reserve determination.
  4


---

Mineralization
     Generically refers to (i) the process of formation of minerals in a specific areaor geological formation, or (ii) an occurrence of potentially valuable minerals. The term has no economic implications.Mineralized Material
     A mineralized body that may have been delineated by appropriately spaceddrilling and/or underground sampling to support a tonnage and average grade of materials. Such a deposit does not qualify as a reserve until a comprehensive evaluation based upon unit cost, grade, recoveries and other material factors concludes legal and economic feasibility.Net Smelter Returns
     The cash returns from shipments of ores sold to a smelter, which is the salesprice of materials obtained minus certain transportation and smelting fees.NI 43-101
     National Instrument 43-101 prepared by the Canadian Securities Regulatorsand which governs the public disclosure of mining information in Canada.Paleozoic Rocks
     Post-Precambrian rocks that lie on the older Precambrian basement rocks.Younger than 0.9 billion years.Precambrian Basement Rocks
     The oldest units of rocks that form the basement in much of the Earth,overlain by younger sedimentary and volcanic rock. Predates a time of 0.9 billion years.Precious Metals
     A group of metals generally resistant to oxidation of relatively high economicvalue; includes silver, gold, platinum and palladium, amongst others.Production Royalties
     Monies paid to an owner from the proceeds of sales materials derived from onthe owners property.Qualified Person
     Conforms to the definition under National Instrument 43-101,Standards ofDisclosure for Mineral Projectsand is an engineer or a geoscientist with at least five years of experience relevant to a particular project. National Instrument 43-101 was developed by the Canadian Securities Administrators, an umbrella group of Canadas provincial and territorial securities regulatorsResource Property
     Any form of title or right to explore and/or mine granted by a government/orproperty owner pursuant to one or more of: a claim, contract of work, special exploration permit, mineral lease or mineral permit.Samplings
     Materials removed for chemical, physical or other measurements.Sedimentary Rock
     A rock originating from the weathering of pre-existing rocks that is depositedin layers on the Earth's surface by air, water or ice.Showings
     Surface exposures of potentially economic mineralization.Strike
     The direction or orientation of a horizontal plane with the planar surface of arock included from the horizontal.Structure
     The physical arrangement of rock related to its deformation by, for example,faulting.Tailings
     The material removed from the milling circuit after separation of the valuablemetals, minerals or in the case of oil sands, bitumen.Updip
     Up the plane of a surface or structure of at an angle perpendicular to strike.US
     The United States of America.
  CONVERSION
     1 tonne
     =
     1 t, 1.1023 short tons, 1,000 kilogramsor 2,204.6 pounds1 Hectare
     =
     2.4711 Acres1 Kilometre
     =
     0.6214 MilesSYMBOLS:
     $ or Cdn$
     =
     Canadian dollarT
     =
     Metric tonneKm
     =
     Kilometre
  In this Form 20-F, the Company may provide cross-references relevant to the information being provided. These cross-references are provided for ease of reference only and are not meant to be exclusionary to other relevant information in this Form 20-F, which may relate to the disclosure in question. 5


---

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS The information presented in or incorporated by reference in this Form 20-F includes both historical information and forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) relating to the future results of the Company (including projections and business trends), which involve risks and uncertainties. Except for statements of historical fact, certain information contained within constitutes forward-looking statements. Forward looking statements are usually identified by use of certain terminology, including will, believes, may, expects, should, seeks, anticipates, or intends or by discussions of strategy or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results or achievements to be materially different for any future results or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts, and include but are not limited to, estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to the effectiveness of the Companys business model; future operations, products and services; the impact of regulatory initiatives on the Companys operations; the size of and opportunities related to the markets for the Companys products; general industry and macroeconomic growth rates; expectations related to possible joint and/or strategic ventures and statements regarding future performance. Forward-looking statements used in this discussion are subject to various risks and uncertainties, most of which are difficult to predict and generally beyond the control of the Company. If risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated, or projected. Forward-looking statements in this document are not a prediction of future events or circumstances, and those future events or circumstances may not occur. Given these uncertainties, users of the information included herein, including investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements. Investors are cautioned not to put undue reliance on forward-looking statements, and should not infer that there has been no change in the affairs of the Company since the date of this report that would warrant any modification of any forward-looking statement made in this document or other documents filed periodically with securities regulators. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice. Except as required by law, the Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise The information in this document is not intended to be comprehensive review of all matters concerning the Company. The users of this information, including but not limited to investors and prospective investors, should read it in conjunction with all other disclosure documents provided including but not limited to all documents filed on SEDARwww.sedar.comandwww.sec.gov/edgar.shtml. REPORTING CURRENCY AND FINANCIAL INFORMATION Currency and Exchange Rates Financial information in this Form 6K is expressed in Canadian dollars; therefore, unless otherwise noted, references to Cdn$ or $ are to Canadian dollars. The following tables sets forth the period-end exchange rate, the average of the period, and the high and low exchange rates in the period, for the Canadian dollar in exchange for United States dollars, based upon the inverse of exchange rates reported by the Bank of Canada at the noon buying rates payable in Canadian dollars as certified for customs purposes. As of December 31, 2009, the noon rate of exchange, as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was US $0.9555 (US $1.00 = CDN $1.0466). As of June 14, 2010 the noon rate of exchange, as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was US $1.0253 (US $1.00 = CDN $0.9753). 6


---

The following table sets forth the year-end exchange rate, the average of the calendar year, and the high and low exchange rates in the calendar year for the Canadian dollar in exchange for United States dollars, for each year during the previous five years, based upon the inverse of exchange rates reported by the Bank of Canada at the noon buying rates in Ottawa city for cable transfers payable in Canadian dollars as certified for customs purposes. 2009
     
     2008
     
     2007
     
     2006
     
     2005Rate at October 31
     $
     0.9282
     $
     0.8225
     $
     1.0531
     $
     0.8900
     $
     0.8500Rate at End of Calendar Year
     
     0.9555
     
     0.8170
     
     1.0120
     
     0.8582
     
     0.8579Average Rate During Calendar Year
     
     0.8757
     
     0.9374
     
     0.9309
     
     0.8818
     
     0.8254High Rate Calendar Year
     
     0.9716
     
     1.0162
     
     1.1091
     
     0.9100
     
     0.8690Low Rate Calendar Year
     
     0.7692
     
     0.7710
     
     0.8437
     
     0.8528
     
     0.7872
  The following table sets forth the period-end exchange rate, the average of the period, and the high and low exchange rates in the period for the Canadian dollar in exchange for United States dollars, for each month during the previous six months, based upon the inverse of exchange rates reported by the Federal Reserve Bank of New York at the noon buying rates in New York city for cable transfers payable in Canadian dollars as certified for customs purposes. May2010
     
     April2010
     
     March2010
     
     February2010
     
     January2010
     
     December2009Rate at End of Period
     $
     0.9558
     $
     0.9885
     $
     0.9846
     $
     0.9500
     $
     0.9390
     $
     0.9555Average Rate During Period
     
     0.9616
     
     0.9950
     
     0.9775
     
     0.9462
     
     0.9588
     
     0.9484High Rate During Period
     
     0.9400
     
     1.0052
     
     0.9938
     
     0.9642
     
     0.9780
     
     0.9647Low Rate During Period
     
     0.9218
     
     0.9799
     
     0.9470
     
     0.9283
     
     0.9350
     
     0.9304
  ITEM 1
     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
  This item is not applicable ITEM 2
     OFFER STATISTICS AND EXPECTED TIMETABLE
  This item is not applicable ITEM 3
     KEY INFORMATION
  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 and has its head office in Nanaimo, British Columbia. The Company is an exploration stage company. Since its formation, the Company has been actively engaged primarily in the acquisition, and exploration of mineral properties. The Company currently holds resource properties in Canada, United States of America, Costa Rica, and Panama and intends to seek and acquire additional properties worthy of exploration and development. The Companys investment and expenditure on exploration properties comprise a significant portion of the Companys assets. Realization of the Companys investment in those assets is dependent upon obtaining the necessary financing to continue exploration and development of the properties, the attainment of successful production from the properties or from the proceeds of their disposal. Exploration and development requires significant amounts of capital and even when funded, the outcome is dependent on finding sufficient quantities and grades of minerals, permitting the project, and dealing with various stakeholder groups. This process takes time, and many factors including commodity prices, political and economic conditions may change, affecting the viability of the property. 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. 7


---

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 purchasing 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 bring 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 takedown 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, 2006, Dydar Resources Inc. held 100,000 shares of World Ventures Inc. in trust for Curitiba S.A. A.
     Selected financial data
  The following selected consolidated financial data for the years ended October 31, 2009, 2008, 2007, 2006, and 2005 are derived from the audited financial statements for the periods indicated and should be read in conjunction therewith. The following selected financial information concerning the Company is presented in Canadian currency in accordance with U.S. generally accepted accounting principles (GAAP) as reconciled from the Company's financial statements, which are presented in accordance with Canadian generally accepted accounting principles (GAAP). A discussion of differences between Canadian GAAP and U.S. GAAP is contained within Note 13 to the audited consolidated financial statements. This information should be read in conjunction with Item 5  Operating and Financial Review and Prospects and the consolidated financial statements included in Item 17. FIVE-YEAR COMPARATIVE SUMMARY OF CONSOLIDATED SELECTED FINANCIAL DATA US GAAP
     
     2009
     
     
     2008
     
     
     2007
     
     
     2006
     
     
     2005Revenue
     $
     0
     
     $
     0
     
     $
     0
     
     $
     0
     
     $
     0Costs and Expenses
     
     (197,204
     )
     
     (426,843
     )
     
     (427,764
     )
     
     (212,734
     )
     
     (585,703
     )Write Down of Debts
     
     0
     
     
     15,094
     
     
     0
     
     
     0
     
     
     0Expense recovery
     
     0
     
     
     0
     
     
     0
     
     
     0
     
     
     9,406Write Down of Equipment
     
     0
     
     
     0
     
     
     0
     
     
     0
     
     
     0Net Income (Loss)
     
     (197,204
     )
     
     (441,937
     )
     
     (427,764
     )
     
     (212,734
     )
     
     (576,297
     )Net Income (Loss) Per Share
     
     (0.01
     )
     
     (0.02
     )
     
     (0.03
     )
     
     (0.01
     )
     
     (0.04
     )
  FIVE-YEAR COMPARATIVE SUMMARY OF CONSOLIDATED SELECTED FINANCIAL DATA 2009
     
     2008
     
     2007
     
     2006
     
     2005Total Assets
     18,617
     
     19,845
     
     132,598
     
     21,070
     
     10,825Total Liabilities
     482,147
     
     290,906
     
     272,333
     
     274,511
     
     369,252Capital Stock
     8,821,285
     
     8,167,130
     
     7,975,093
     
     7,605,093
     
     7,287,373Contributed Surplus
     613,097
     
     613,097
     
     494,523
     
     323,053
     
     323,053Accumulated Deficit
     (9,397,912
     )
     (9,051,288
     )
     (8,609,351
     )
     (8,181,587
     )
     (7,968,853)Working Capital (-Deficit)
     (478,145
     )
     (285,830
     )
     (140,761
     )
     (254,723
     )
     (306,521
     )Shareholders Equity
     (463,530
     )
     (271,061
     )
     (139,735
     )
     (253,441
     )
     (358,427
     )Cash Dividends per Share
     0
     
     0
     
     0
     
     0
     
     0Capital Stock Outstanding
     27,760,976
     
     20,053,208
     
     16,866,154
     
     15,166,154
     
     13,572,154
  Income (Loss) Per Share was calculated using the weighted average number of common shares outstanding during the period indicated. The Company has not declared or paid dividends on its common shares during the last five fiscal years. 8


---

B.
     Capitalization and Indebtedness
  This item is not applicable. C.
     Reasons for the Offer and Use of the Proceeds
  This item is not applicable. D.
     Risk Factors
  World Ventures Inc. is an Exploration Stage Company There are certain risk factors that could have material affects that are un-quantifiable at present due to the nature of the Companys industry and other considerations including, without limitations as follows: 
     Exploration Development - mineral exploration involves a high degree of risk and few properties result in successfulproduction. Even when a prospect is discovered and designated, the probability of an individual prospect ever having proven reserves is extremely remote. In all probability the properties described herein may not contain any reserves and funds spent on exploration may not find any reserves. Even if the Company completes anticipated exploration programs and is successful in identifying a mineral deposit, substantial additional funds will need to be expended on further drilling and engineering studies before it can be ascertained whether there is a commercially viable mineral deposit on the property;
     Operating Risk  all properties in which the Company has a direct or indirect interest will be subject to all the hazardsand risks normally associated with exploration and development any of which could result in damage to property, and possible environmental damage;
     Commodity Prices  the price of the Companys shares, its financial results, and exploration activities have been or mayin the future be, adversely affected by declines in the price of mineral commodity prices;
     Foreign Operation Risk  properties in Costa Rica and Panama are affected by changes in regulation of shift in thepolitical attitudes, which are beyond the control of the Company;
     Financing and Acquisition  exploration activities require substantial additional financing. Failure to obtain financingresults in delayed or postponed exploration and/or acquisition of resource properties;
     Environmental  all phases of the Companys exploration are subject to environmental regulation in the variousjurisdictions of these resource properties. There are no assurances that future changes in environmental regulation will not adversely affect the Company;
     Competition  the mining industry is intensely competitive industry, and the Company competes with numerouscompanies that have greater financial resources and technical facilities available.
  World Ventures Inc. has a Lack of Cash Flows and Financing May Not Be Available to the Company World Ventures Inc. is a developing Company and does not yet have sufficient revenues to meet its yearly operating and capital requirements. The Company has historically raised funds necessary to conduct its business primarily through issuance of equity or debt. There is no guarantee the Company will be able to continue to raise funds through additional equity issuances, project debt financing, joint ventures and /or partnering arrangements. World Ventures Inc. is Subject to Certain Mining Hazards The business of mining is subject to certain types of risks and hazards, including environmental hazards, and industrial accidents. Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damages, delays in mining, monetary losses and possible legal liability. Any payments made with regards to such liabilities may have a material adverse effect on World Ventures Inc.'s financial position. The Company carries insurance to protect itself against certain risks of mining and processing to the extent that it is economically feasible but which may not be adequate. World Ventures Inc. currently does not have any active mining in progress. 9


---

World Ventures Inc. will Require Regulatory Approvals and Operating Permits. In the ordinary course of business, exploration companies are required to seek regulatory approvals, and operating permits for the federal, provincial and local governments for commencement of new operations. Obtaining the necessary regulatory approvals and operating permits is a complex and time-consuming process involving numerous agencies and often involving public hearings and costly undertaking by the Company. The duration and success of regulatory and permitting efforts are contingent upon many variables outside the Companys control. Environment protection permitting, including the approval of reclamation plans, may increase costs and cause delays depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permitting authority. There can be no assurance that all regulatory approvals and operating permits will be obtained and, if obtained, the costs involved will not exceed those previously estimated by the Company. It is impossible the costs and delays associated with the compliance with such standards and regulations could become such that he Company could not proceed with the development or operations of Resource Property. Abandonment and Reclamation Costs and Regulations May Change World Ventures Inc. is responsible for complying with terms and conditions of environmental and regulatory approvals and all laws and regulations regarding the abandonment of the site and reclamation of its lands at the end of its economic life, which abandonment and reclamation costs may be substantial. A breach of such legislation and/or regulations may result in the imposition of fines and penalties, including an order for cessation of operations at the site until satisfactory remedies are made. Abandonment and reclamation costs are estimates and since they will be a function of regulatory requirements at the time, costs of goods and services at the time and the value of the salvaged equipment may be more or less than the abandonment and reclamation costs. World Ventures Inc. currently does not have any active mining in progress. Independent Reviews Provide No Assurance of Future Results Although third parties have prepared reviews, reports and projections relating to the viability and expected performance of the resource properties, it cannot be assured that these reports, reviews and projections and the assumptions on which they are based will, over time, prove to be accurate. Personnel Risks May Impact the Companys Ability to Carry Out its Operational Plans At October 31, 2007, the Company had 3 directors and one part-time employee. The Company is relies on the directors, contractors, and consultants to assist in executing operations and providing technical guidance. As the Company anticipating growth and expansion of its operations will be dependant on the ability to attract and hold knowledgeable, expert, experienced management and employees to explore and develop its mineral properties. There is a Possibility of Dilution to Present and Prospective Shareholders Any transaction involving the issuance of additional World Ventures Inc shares or securities may result in dilution, possibly substantial, to present and prospective holders of Common Shares. Title Risks May Result in Title Claims or Disputes The Company is satisfied that it has good and proper right, title and interest in and to the Resource Properties that are currently under exploration. Aboriginal peoples have claimed aboriginal title and rights to a substantial portion of western Canada. Certain aboriginal peoples have filed claims against the Government of Canada. Enforcement of Civil Liabilities by Present and Prospective Shareholders May be Adversely Affected The enforcement by investors of civil liabilities under the federal securities laws of the US may be affected adversely by the fact that the Company is incorporated under the laws of British Columbia, Canada, that the independent auditors who have audited the Company's financial statements and some or all of its directors and officers may be residents of Canada or elsewhere, and that all or a substantial portion of the Company's assets and said persons are located outside the US. As a result, it may be difficult for holders of the Common Shares to effect service of process within the US upon people who are not residents of the US or to realize in the US upon judgments of courts of the US predicated upon civil liabilities under the federal securities laws of the US. 10


---

ITEM 4
     INFORMATION ON WORLD VENTURES INC.
  A.
     History and Development of World Ventures Inc.
  World Ventures Inc. (the Company) (formerly Nu-Dawn Resources Inc.) effected a name change on June 28th, 1999. World Ventures Inc. (formerly Nu-Dawn Resources Inc.) was incorporated on October 3rd, 1980 by registration of its Memorandum and Articles under theCompany Actof the Province of British Columbia. World Ventures Inc.s head office is located at 102 Piper Crescent, Nanaimo, British Columbia, Canada, V9T 3G3, Telephone: (250) 756-0291. The Companys registered office is located at Suite 1600  609 Granville Street, Vancouver, British Columbia, Canada. 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 2001, the Company ceased its pursuit of real estate and land development and resumed its historical business of acquisition and exploration of mineral properties. The Company presently operates the mineral exploration and development business in the United States, Canada, Panama and Costa Rica. The Company continues to maintain its mineral holdings with the intent to explore, develop and recruit buyers or joint venture partners for their projects. The Company will continue to pursue mining projects in North and Central America. Principal Capital Expenditures The Company has invested principally in its resource properties in the Lapon Canyon - Nevada Property, Crystal Springs -Saskatchewan Property, and Triton - Ontario Property over the last five years. Over the past five years, $480,724 has been invested in resource properties for legal fees, consulting fees, lease costs, and travel expenditures. The Companys claims lapsed on the Triton  Ontario Property therefore the property was written down. There have been no significant divestitures or disposals over the past three years. B.
     Business Overview
  World Ventures Inc. remains in the exploration stage. The Company is not presently engaged in extracting minerals from any of its properties and has not generated any revenues to date. Our focus for the last five years has been on their principal resource properties; Lapon Canyon Property, located in Mineral County Nevada, near Reno Nevada, United States; Triton Property located in the MacMurchy Township, Shining Tree Mining District, Ontario, Canada; and Crystal Springs Property, located in Central Saskatchewan, Canada. 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 State of Nevada. 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 State of Nevada in particular, is insignificant 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 assets, or which is otherwise material to the Companys operations. 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 However, should the Company determine to commence production of a resource property, this would require large expenditures and commitment of funds neither of which are presently available to the Company. 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. Mining projects are dependant on permitting, water supply, utilities and roads. The Company anticipates no lack of materials, supplies and services. The Company has no material patents, trademarks, licenses, franchises or concessions except insofar as mining claims or properties acquired from the Canadian, American, Panamian and Costa Rican governments. The Company believes it is in compliance with all applicable obligations regarding such titles. 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. 11


---

The Company is not dependent upon a single or few customers for revenues. The nature of the Companys business precludes a backlog of orders. 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. The Company does not foresee that there is any risk to the conduct of its business in the United States, Canada, Panama, and Costa Rica. 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 2009 fiscal year, 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 expenditure during the current or coming fiscal year. RESOURCE PROPERTIES Triton Property, McMurchy Township, Shining Tree Mining District, Ontario, Canada
  Potential Mineral Commodity: Gold On June 3, 2009, the Company entered into an agreement to purchase 100% right, title and interest in to the property with respect to Claims L-4247576 7 units; L-4247577 1 unit located in MacMurchy Twp. In consideration for the acquisition of the Property the Company has paid the vendors $10,000 cash upon execution of the agreement; and issuance of 250,000 common shares; and additional $20,000 cash and issuance of 250,000 common shares upon the anniversary date of the agreement and subject to a 1% NSR. The Company may re-purchase a 3⁄4% NSR from the vendors in consideration of $500,000. This property is located in MacMurchy Township, Larder Lake, Mining District, Ontario, Canada as shown in Figure 1, 2, and 3. The Property is in the exploration stage. There are no known mineral resources on the property. There are no immediate planned exploration programs for the Property. Work requirements of $200 per claim per year are required to maintain the Property in good standing. Anticipated work on the Property will be funded by either capital raised by equity funding or joint venture partnership funding. Access to the Property is by light-truck on unimproved logging roads. Water is available on the Property. Power for any operations would be provided by portable equipment as the Property is remote from power lines. Historically the Company held a 50% interest in a joint-venture basis with Greater Temagami Mines Ltd. (Temagami), an unaffiliated corporation, in five unsurveyed mining claims in the Shiningtree area of the Larder Lake mining division, Ontario, Canada. In 2004, the Company acquired an additional 50% interest in the Triton property from Temagami Mines Ltd., subject to a 1% royalty payable to Teck-Cominco Limited (Temagami being a wholly-owned subsidiary). World Ventures Inc. had entered into a letter of intent with Starfire Minerals Inc., whereby Starfire could earn a 50% interest in the Triton Property by providing exploration expenditures of $500,000 over a five-year period. Under this agreement World Ventures Inc. would not have committed any funds to this project until Starfire Minerals Inc. earned a 50% interest. In addition, World Ventures Inc. would have received 200,000 common shares of Starfire Minerals Inc. upon finalization of the agreement. Starfire Minerals Inc. informed the Company that they had carried out a ground magnetometer and electromagnetic survey on the Triton property. Starfire Minerals Inc. further advised the Company that approximately 800 acres of mining claims had been added to the Triton property. These additional claims have since lapsed. On July 18th, 2005 the Company announced that Starfire Minerals Inc. had relinquished its right to earn 50% interest in the property. In November 2005, the Company carried out an E-M survey on the Triton Property to cover assessment work obligations. In late 2007, the Company conduced additional surface sampling of vein structures, largely for assessment work purposes to maintain the claims in good standing. The Property is underlain by Precambrian-aged metavolcanic which contains occurrences of quartz veins containing gold values as reported in historical reports. A prospect shaft to 110 feet in depth with 145 feet of lateral workings is described in old Company reports. Gold assay values reported are historical in nature and cannot be relied upon. Drilling conducted by Teck-Cominco in 1985-1988 is reported to have intersected gold values but this information is historical in nature and cannot be relied upon. In March 2009, the Company claims lapsed, and the Company has written off its investment of $8,928 in the property. 12


---

FIGURE 1 LOCATION MAP  TRITON PROPERTY Near Timmins, MacMurchy Township, Shinning Tree District, Ontario Ontario  13


---

FIGURE 2 LOCATION MAP  TRITON PROPERTY Shinning Tree District  14


---

FIGURE 3 CLAIMS MAP  TRITON PROPERTY MacMurchy Township  15


---

Crystal Springs Property, Central Saskatchewan, Canada
  Potential Mineral Commodities: Diamonds, Gold, Copper and Iron The Company acquired mineral rights covering 540 acres, Section 21, Township 44, Range 20, West of the Second Meridian, near Crystal Springs area, near Fort a la Corne, Saskatchewan, Canada as shown on Figure 4. This tract of land is prospective for diamonds, gold, copper and iron, is held as private land mineral rights. The Company also held Saskatchewan Mineral Claims covering 57,000 acres (23,700 hectares) that were filed in July 2005, but they are no longer held. This land holding as shown in Figure 4 lies to the south of a regional diamond exploration play in the vicinity of Fort a la Corne. Diamond exploration began in the late 1980s and has accelerated recently. Numerous diamondiferous kimberlite pipes have been discovered with the Star Kimberlite being the most prominent, currently undergoing underground testing by Shore Gold Inc. The Companys land position was acquired based on results of a preliminary investigation carried out in the area by the Company in 1995 and 1996. The exploration targets are of two conceptual types; one being the kimberlite pipes that may be present, cutting vertically across flat lying sedimentary rocks overlying an older Precambrian basement assemblage: the other being postulated gold-copper bearing iron formations in the underlying Precambrian basement, as suggested by an airborne magnetic survey conducted by the Company in 1995. Approximately 640 acres are private minerals rights of Mrs. M. Lanctot and Mr. A Lanctot. The Company entered into a lease purchase agreement dated July 1, 2005 with Mrs. M. Lanctot and Mr. A. Lanctot ("Lanctots") to acquire the right to explore, develop and mine a property located in the vicinity of Fort a la Corne, Saskatchewan, Canada (Crystal Springs Property). The initial lease term is ten years with the first payment of $2,000 upon execution of the agreement on, March 31, 2006 and an annual sum of $4,000 for a total of $38,000 over the term of the lease. The current lease payment of $4,000 is in arrears as at June 14, 2010. The Company has an option to purchase the 640-acre Crystal Springs Property upon commercial development. Upon commencing mining operations on the Property, the Company will pay Lanctots a production royalty equal to 5% of net profits and $4,000 per annum. Expenditures for 2009 were $4,373 and in 2008 total $4,000. There were no expenditures for this property in 2005 or 2004. The Saskatchewan Mineral Claims require the expenditure of $12 per hectare for years starting 2-10 to maintain Mineral Claims in good standing. As no work was completed or filed on these claims they have lapsed. There are no known mineral resources on the property. There are no current plans to conduct exploration programs for the Property. Any work to be conducted on this Property will be subjected to the raising of funds by equity funding or joint venture partnership funding. The claims remain active and good standing, the Company has written off its investment of $27,150 at October 31, 2008. 16


---

FIGURE 4 LOCATION MAP  CRYSTAL SPRINGS PROPERTY Near Melfort, Section 21, Township 44 Range 20, West of the Second Meridian SASKATCHEWAN  17


---

Royalty Interest: Kootenay Property, near Salmo, British Columbia, CanadaPotential Mineral Commodities: Molybdenum, Tungsten, Lead, Zinc, Gold, Silver and Copper The Jersey-EmeraId Property in the Nelson Mining Division, Kootenay Region of British Columbia, Canada is a former producer of lead-zinc and tungsten. The Company retained a 1.5% net smelter return royalty when it sold the property some years ago during a period of depressed metal prices. Since 1995 Sultan Minerals Inc. (Sultan) of Vancouver, British Columbia, Canada, the current owner of the property, has conducted exploration on the molybdenum, tungsten, lead and zinc potential of the property. The Company makes no expenditures for exploration on the Property but does pay taxes on two retained surface lots in the area totalling $237 per year. Sultan has released a series of updates on the status of the molybdenum, tungsten, and lead-zinc evaluation programs. An estimate for resources for each of molybdenum and tungsten has been prepared for the modest tonnage higher-grade portions of the deposits. Additional evaluation continues of the potential for much larger bulk tonnages of tungsten, molybdenum and gold. Sultan is also in the process of reviewing the resource potential of the lead and zinc mineralization remaining in and adjacent to the mine workings from previous production episodes. The Property is accessed by paved highway and improved roads. Power and water are available on site. In a scoping study by Wardrop Engineering Inc. on May, 2007 the resources are as stated below and filed on SEDAR by Sultan Minerals Inc. Table 1.1 Total WO3Resource for Jersey Project Classification
     Cutoff
     Tons>Cutoff
     WO3%
     Pounds of WO3Measured
     0.15
     1,200,000
     0.379
     9,096,000Indicated
     0.15
     1,310,000
     0.365
     9,563,000Measured Plus Indicated
     0.15
     2,510,000
     0.372
     18,674,000Inferred
     0.15
     1,210,000
     0.397
     9,607,000
  Table 1.2 Total Mo Resources for Dodger forDodger4200Zone Mo Cutoff
     Tons>Cutoff (tons)
     Grade > CutoffMo (%)
     Pounds MoIndicated Resource0.05
     28,000
     0.098
     54,880Inferred Resource0.05
     481,000
     0.103
     990,860
  The Company monitors the exploration activity on the Property to track the potential values of the retained royalty interest. Lapon Canyon Property, Mineral County Nevada, near Reno Nevada, United States
  Potential Mineral Commodities: Gold and Silver The property as shown on Figures 5, 6, and 7 covers a gold-bearing complex vein structure that has had minor historical production from two mine adit levels with additional exploration on a third adit level. There are no known mineral resources on this Property. The Company entered into a Lease Purchase Agreement dated June 6, 2002 with Mr. Donald B. Potts ("Potts") to acquire the right to explore, develop and mine the property located in Mineral County, Nevada, USA (the "Property"). The initial lease term is five years but can be extended for an additional five years, and for so long thereafter as minerals are mined and produced from the Property. Upon commencing production of valuable minerals from the property, the Company shall pay Potts a royalty on production equal to 4% of net smelter returns. Pursuant to a Letter Agreement with Potts dated May 2, 2002, the Company has paid to Potts the sum of $US 11,000 which included the royalty payment due on June 6, 2002. Subsequent to the Companys October 31, 2006 year-end, the Company and Potts amended the Lease Purchase Agreement with an Amendment Agreement Letter dated January 16, 2007. The Amendment Agreement Letter amended the Term of the Lease to automatically extend the lease for an additional 5 years to June 6, 2012 and a minor amendment to the Minimum Royalties Payments. 18


---

The amended Minimum Royalty payment schedule is as follows: Payment Period
     Amount Monthly US$(i)
     July 6, 2002 through February 6, 2003(paid)
     $1,000(ii)
     March 6, 2003 through November 6, 2003(paid)
     $1,500(iii)
     December 6, 2003 through August 6, 2004(paid)
     $2,000(iv)
     September 6, 2004 through May 4, 2005(paid)
     $2,500(v)
     June 6, 2005 through February 6, 2006(paid)
     $3,000(vi)
     March 6, 2006 through November 6, 2006(paid)
     $3,500(vii)
     December 6, 2006 through August 6, 2007(paid)
     $4,000(viii)
     September 6, 2007 through the 6th day of each month thereafter(paid to May 2010)
     $4,500
  Potts granted the Company the exclusive right and option to purchase the Property for US$ 1,250,000 or 50% of the unpaid balance at any time during the initial or extended terms of the lease. Upon exercise of this option by the Company, Potts shall transfer the property to the Company with a reserved royalty on production equal to 0.5% of net smelter returns. The Lapon Canyon Property located in Mineral County, Nevada, USA consists of the following claims totaling approximately 1,000 acres: TABLE 1
SLEEPER CLAIM GROUP CLAIMS
     BLM SERIAL No.
     LOCATION DATESleeper 1-3
     699414  416
     Feb 16, 1994Sleeper 4-10
     699417  423
     Feb. 26, 1994Sleeper 11-12
     699424  424
     Mar. 3, 1994Sleeper 13-14
     708229  230
     Sep. 9, 1994Sleeper 15
     708231
     Sep. 14, 1994Sleeper 16-18
     708232  234
     Sep. 9, 1994Sleeper 19
     708235
     Sep. 9, 1994
  The Property is accessed by truck from an improved county road along two miles of unimproved access road. Water is available on site. Power is accessible within ten (10) miles. J. H. Montgomery, Ph.D., P. Eng. and N. Barr, B. Sc., the Companys Consultants recommend that a US$ 1 million dollar exploration program be carried out on the Companys Lapon Canyon gold project. On July 31st, 2004 the Company applied to the Regional Office of The Bureau of Land Management for permits to carry out its exploration program and received approval for the permits on September 16th, 2004. The Company is required to post a reclamation bond in the amount of $2,500 US and will have to apply for renewal of the earlier permits. Expenditures to date on the property total $596,368, (total expenditures of $78,248 in 2008, total expenditures of $92,490 for 2007 and $45,682 in 2006) including lease obligations, preliminary and on-going evaluation costs, and the costs of an independent NI 43-101report. This Property is in the exploration stage. The Company signed a letter of intent date April 9, 2009 with Kelward Overseas Corp. under which the expenditures of the exploration of the property will be funded to the extent of $750,000 for a 50% interest in the property. The initial $100,000 of expenditures will earn Kelward Overseas Corp. 20% interest in the property. Kelward Overseas Corp can earn the additional 30% interest by making exploration expenditures of $650,000 within two years of the letter of intent within the context of the exploration program of the Company. The letter of intent did not progress to an agreement and this business arrangement is no longer in effect. 19


---

FIGURE 5 LOCATION MAP  LAPON CANYON PROPERTY Near Reno, Mount Grant Mining District, Mineral County, Nevada NEVADA  20


---

FIGURE 6 LOCATION MAP  LAPON CANYON PROPERTY Mineral County, Nevada  21


---

FIGURE 7 CLAIMS MAP  LAPON CANYON PROPERTY Mineral County, Nevada  22


---

Gladiator, Arizona, United States The Company entered into an option agreement on January 14, 2000 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 170 acres within the Prescott National Forest in the State of Arizona. The option expired January 14, 2002; however, as part of the original agreement, the Company agreed to pay any property tax balance outstanding during the option period. During 2004, the Company paid the outstanding arrears taxes of $5,549 relating to the option period. There were no expenditures by the Company for this property in 2006 or 2005. The Company entered into a letter of intent to purchase the outstanding and issued common shares of Nor-Quest Arizona Inc. on April 11, 2007, the letter is exercisable until March 31, 2009. The Company has written off its investment of $21,156. The company continues to evaluate the opportunity to acquire this property. 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. Finders fees of $22,500 have been included in the cost of resource properties. The Company wrote down the property ($395,496) during 2003 and as at October 31, 2009 the Company is holding the rights for future use. There were no expenditures by the Company for this property in 2009, 2008 or 2007. The Company monitors mineral exploration in Costa Rica. There is no known mineral resource on this Property. The Company has no planned exploration for this property. The Property is not a material Property. The Company plans to review the climate for mineral exploration in Costa Rica and subject to financing may initiate activity there. 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 Companyretained the right to resume exploration on this property. The Company has a 90% ownership interest in Pan-Oro S.A., an inactive Panamanian corporation. As at October 31, 2009, the Company is not actively conducting exploration in Panama. There were no expenditures by the Company for this property in 2009, 2008 or 2007. The Company abandoned its rights in Panama during the fiscal year and has written off the carrying value of the investment. This Property is not a material Property, however the Company monitors activity in Panama and may renew activity in that area. C.
     Organizational Structure
  World Ventures Inc. has one inactive, wholly owned subsidiary, World Ventures (Nevada) Inc. incorporated pursuant to the Corporations Act (State of Nevada). The Company currently has no joint ventures partnerships. D.
     Property, Plants and Equipment
  Office Space World Ventures Inc. maintains its head office in Nanaimo, British Columbia, Canada. During fiscal year ended October 31, 2007, 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 directors on a part time basis or by outside contractors. The rental commitment is $12,000 per year. Resource Properties World Ventures Inc.s resource properties are located in Lapon Canyon Property, located in Mineral County Nevada, near Reno Nevada, United States; Triton Property located in the MacMurchy Township, Shining Tree Mining District, Ontario, Canada; and Crystal Springs Property, located in Central Saskatchewan, Canada. This information should be read in conjunction with Item 4B Resource Properties and the consolidated financial statements included in Item 17. 23


---

Mineral Permits and Leases World Ventures Inc. holds mineral claims conveying the right to explore for metallic and industrial minerals issued by the Nevada Regional Office of the Bureau of Land Management for the Lapon Canyon Nevada Property; by the Ontario Natural Resources Department for the Triton Ontario Property; and a private mineral lease for the Crystal Springs Saskatchewan Property. This information should be read in conjunction with Item 4B Resource Properties and the consolidated financial statements included in Item 17. ITEM 4 A
     UNRESOLVED STAFF COMMENTS
  This item is not applicable ITEM 5
     OPERATING AND FINANCIAL REVIEW AND PROSPECTS
  General This discussion date May 20, 2009 is intended to assist readers with a better understanding and evaluation World Ventures Inc.s (WVI or the Company) history, business environment, strategies, performance and risk factors as well as the financial condition and operations for the fourth quarter and year ended October 31, 2009. The following Management Discussion and Analysis (MD&A) should be read in conjunction with the audited financial statements and related notes thereto for the year ended October 31, 2009, the Directors Report to Shareholders, and other management discussion included in the Companys Annual Report. The information in this report includes information available to June 14, 2010. Except where otherwise noted, all dollar amounts are stated in Canadian dollars. The data included was prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), which differ form US GAAP. For a discussion of these differences, see the notes to the Companys consolidated Financial Statements in Item 17 Financial Statements. Further financial information regarding theWorld Ventures Inc.is available atwww.sedar.comandatwww.sec.gov/edgar.shtml This MD&A contains forward-looking statements with respect to expected financial performance, strategy and business conditions. These statements involve risks and uncertainties, are based on assumptions and estimates, and therefore actual results may differ materially from those expressed or implied by World Ventures Inc. Factors which may cause such differences include, but are not limited to, general economic and market conditions including interest and foreign exchange rates, investment performance, global and domestic financial markets, the competitive industry environment, legislative and regulatory changes, technological developments, catastrophic events and other business risks. The reader is cautioned against undue reliance on these forward-looking statements. Certain totals, subtotals and percentages may not reconcile due to rounding. A.
     Operating Results
  The Companys consolidated financial statements for the year ended October 31, 2009 with comparatives have been prepared in accordance with Canadian Generally Accepted accounting principles. The Companys financial reporting is in Canadian dollars. The Company has included in the consolidated financial statements reconciliation between Canadian Generally Accepted Accounting Principles and United States Generally Accepted Accounting Principles. The reconciliation and explanation of the differences are in Note 13, pages 75 through 78. Differences in income (losses) by the Company in the various periods are caused entirely by variations in the amounts that the Company incurred in its day-to-day operations and, primarily in raising funds or conducting exploration work on its Lapon Canyon-Nevada Property, Triton-Ontario Property, and Crystal Springs-Saskatchewan Property. The Lapon Canyon, Nevada Property is a gold-bearing vein structure with historical exploration and minor production on three levels Proposed exploration consisting of opening, re-examining, sampling, and drilling of extensions has not been started to date. The Crystal Springs, Saskatchewan diamond gold exploration target was acquired during the 2006 year. The required drill testing for possible diamond pipes, and drill testing for potential gold-copper-iron targets in the basement rock have not yet been initiated. Monitoring of diamond exploration activity within the kimberlite field to the north continually evaluates the region for exploration potential. 24


---

The Kootenay (Jersey-Emerald) Property royalty interest covers production from the several potential targets. An extensive program by Sultan Minerals Inc., the current owner of property is ongoing and is monitored on continued basis. As the Company is in the exploration stage of investigating, evaluating its minerals properties, revenues remained unchanged at $0 in 2009, 2008, 2007, and 2006, reflective of the nature of a mining exploration company. In the current year ended October 31, 2009 the Company continues to incur general and administrative expenses consistent with the previous 12 months. The Company incurred expenditures for Lapon Canyon-Nevada Property consistent with the same 12-month period in the previous year. In additional, the Company incurred expenditures for Crystal SpringsSaskatchewan Property and TritonOntario Property. Total expenditures for all resource properties for the 2009 total $149,420 for 2008 total $105,949 (net of recoveries), for 2007 total expenditures were $107,291, compared to 2006 total of expenditures were $60,414., and in 2005 total expenditures were $108,328. Financial results for the 2009 are reflective on the continued activity of the Company with a net loss of $197,204, in 2008 a net loss of $ 393, 223, in 2007 a net loss of $320,473 in 2006 a net loss of $152,320, and in 2005 net loss of $467,969. Financial results for the years of 2009, 2008, 2007 and 2006 the Company reported a net loss of $197,204, $393,233, $320,473 and $467,969 respectively including a significant change in accounting policy effective November 1, 2003, per the recommendations of the Canadian Institute of Chartered Accountants (CICA) Handbook Section 3870, for Stock-based compensation and other stock-based payments. In accordance with the CICA policy the Company has accounted for stock options granted to directors, employees and consultants using the fair market value method. As a result the preceding the Company has recognized $60,156 in 2008, $171,470 in 2007 and in 2005, $289,341 stock-based compensation in the years net losses, and an additional $33,712, which was charged to the opening deficit in the previous year in 2004. Expenses for 2009, 2008, and 2007, are comparative across all categories. Specific expenses of note during the 2008, 2007, and 2006 fiscal years are as follows: 
     Professional fees with $40,083, $53,869 in 2008, $19,973 in 2007 compared to $37,436 in 2006, $15,768 in 2005 and$18,910 in 2004 as result of increase costs of auditing fees;
     Travel and Promotion with decrease to $35,893 from $68,380 in 2008, $25,547 in 2007, $45,252 in 2006, $97,587 in2005 and $37,452 in 2004, expenditures vary depending management activities and public relations expenditures;
     Office Administration is $51,826 consistent with 2008 of $54,783, $47,323 in 2007 compared to 2006 of $28,403, 2005of $12,356 and $10,701 in 2004, increase related to increased administration, regulatory, and filing requirements;
     Interest and Bank Charges is $6,654 consistent with 2008 of $6,385, $5,668 in 2007, compared to $8,025 in 2006,$6,505 in 2005, and $17,860 in 2004, changes from year due to interest expenditures;
     Office and sundry is $7,429 consistent with 2008 of $7,758 from $21,882 in 2007, compared to$7,513 in 2006, $11,148in 2005, and $5,479 for 2004, the increase in 2007 attributable to increased computer software.
     Consulting fees paid for 2009 is $66,000 compared to 2008 of $96,000, 2007 was $28,500 compared to 2006 of $44,182and $54,772 in 2005.
     No Corporate capital taxes were paid during 2009, 2008, 2007, 2006, and 2005 years.
     Included expenditures for services paid to an individual related to the Past President of the Company for the 2009 in theamount of $12,000 ($12,000 in both 2008 and 2007 fiscal years).
     The Company has included expenditures for consulting fees paid to an officer of the Company in the current year of66,000 compared to $96,000 in 2008 and $28,500 in 2007 compared to $2,000 in 2006 (2005 - $54,772)
  There are no trends, commitments, events or uncertainties presently known or identifiable to management that are reasonably expected to have a material affect on the Companys business, financial position, or results of operations. The nature of the Companys business is the demanding of capital for property acquisition costs, exploration commitments and holding costs. The Company intends to utilize cash on hand to meet these obligations and will continue to raise funds by equity financings as necessary to augment this cash position, as it does not have sufficient operating cash flow. There are certain risk factors that could have material affects that are un-quantifiable at present due to the nature of the Companys industry and other considerations as follows: 
     Exploration Development and Operating Risk  mineral exploration involves many risks, which even a combination ofexperience, knowledge and careful evaluation may not be able to overcome. Properties in the Company has direct of indirect interest will be subject to all the hazards and risks normally associated with exploration and development any of which could result in damage to property, and possible environmental damage. Mineral exploration involves a high degree of risk and few properties result in successful production;
     Commodity Prices  the price of the Companys shares, its financial results, and exploration activities have been or mayin the future be, adversely affected by declines in the price of mineral commodity prices;
     Foreign Operation Risk  properties in Costa Rica and Panama are affected by changes in regulation of shift in thepolitical attitudes, which are beyond the control of the Company;
  25


---


     Financing and Acquisition  exploration activities require substantial additional financing. Failure to obtain financingresults in delayed or postponed exploration and/or acquisition of resource properties;
     Environmental  all phases of the Companys exploration are subject to environmental regulation in the variousjurisdictions of these resource properties. There are no assurances that future changes in environmental regulation will not adversely affect the Company;
     Competition  the mining industry is intensely competitive industry, and the Company competes with numerouscompanies that have greater financial resources and technical facilities available.
  B.
     Liquidity and Capital Resources
  As at October 31, 2009 the Company had a cash position of $1,071 and in 2008 of $410, in 2007 $126,338 compared to $171,103 in 2006, $4,391 as at October 31, 2005 and $15,667 as at October 31, 2004. As at October 31, 2009, the Company reported a working capital deficiency of $478,145 compared with working capital deficiency of $285,830 in 2008, and working capital deficiency of $140,761 as at October 31, 2007, and working capital deficiency of $254,723 as at October 31, 2006, compared with the October 31, 2005 a working capital deficiency of $360,521. The net working capital is not sufficient for the Companys present requirements. The Company has continued to provide capital through equity financing and proposes to meet any further working capital requirements through equity financings on acceptable terms in order to enable us to complete any plan of operation. The financial statements have been prepared on a going concern basis which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has no revenue generating properties at this time, and has generally incurred losses since inception. The net working capital is not sufficient for the Companys present requirements. The Company has continued to provide capital through equity financing and proposes to meet any further working capital requirements through equity financings on acceptable terms in order to enable us to complete any plan of operations. Please review Subsequent Events  Page 79. In April 2010, the Company completed non-brokered private placements to issue 1,500,000 units at $0.02 per unit for proceeds of $30,000. Each unit is comprised of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share at a price of $0.03 per share in the first year and at price of $0.04 in the second year from the date of issue. In November 2009, the Company agreed to issue 250,000 shares pursuant to an option to purchase agreement for Triton Property. The vendors agreed upon an assigned value of $0.02 per share. On August 20, 2009, the Company extended the expiry date on 825,000 warrants to July 10, 2010.On August 20, 2009, the Company extended the expiry date on 1,000,000 warrants to November 19, 2010. The Company has granted a total of 1,150,000 stock options to its directors and officers. All options are exercisable at a price of $0.05 per share and an expiry date of August 14, 2014 On March 18, 2009, the Company completed a non-brokered private placement of 6,750,000 units at a purchase price of $0.02 per unit for proceeds of $135,000. Each unit is comprised of one common share and one share purchase warrant exercisable for 24 months from closing. Each warrant entitles the holder to purchase one additional common share at a price of $0.04 per share for a period of two years from the date of issue. The net proceeds of $135,000 were allocated $87,902 to common shares and $47,098 to the warrants on a relative fair value basis. The company issued 441,000 common shares as finders fees. On February 3, 2009, the Company extended the expiry date on the 1,250,000 warrants issued on March 1, 2006 to February 28, 2010, and extended the expiry date on the 700,000 warrants issued on February 15, 2007 to February 14, 2010. On February 18, 2009, the Company completed a nonbrokered private placement of 516,768 units at a purchase price of $0.02 per unit for settlement of debt of $10,335. Each unit is comprised of one common share and one share purchase warrant exercisable for 24 months from closing. Each warrant entitles the holder to purchase one additional common share at a price of $0.04 per share for a period of two years from the date of issue. The Company issued the units on February 18, 2009. In October 2008, the Company completed a non-brokered private placement of 546,065 units at $0.10 per unit. Each unit is comprised of one common share and one common share purchase warrant exercisable for 24 months. The warrants are exercisable at $0.10 per share in the first year and at $0.10 in the second year. The Company issued the units on October 30, 2008 In September 2008, the Company completed a non-brokered private placement of 106,781 units at $0.10 per unit. Each unit is comprised of one common share and one common share purchase warrant exercisable for 24 months. The warrants are exercisable at $0.10 per share in the first year and at $0.15 in the second year. 26


---

In August 2008, the Company agreed to issue 706,142 shares to certain creditors to extinguish accounts payable totalling $70,614. The Company and the creditors agreed upon an assigned value of $0.10 per share. Of the 706,142 shares issued 317,990 shares were issued to directors of the Company to settle debts of $31,799. In June 2008, the Company completed non-brokered private placements to issue 333,333 units at $0.15 per unit for proceeds of $50,000. Each unit is comprised of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share at a price of $0.30 per share for a period of two years from the date of issue. The Company issued the units 100,000 on June 12, 2008 and the remainder of 233,333 units on September 9, 2008. Finders Fee of 8% for a total of 8,000 common shares was paid. In February 2008, the Company completed non-brokered private placements to issue 561,733 units at $0.09 per unit for proceeds of $50,556. Each unit is comprised of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share at a price of $0.15 per share for a period of two years from the date of issue. The Company issued the units on February 27, 2008. In November 2007, the Company issued 100,000 common shares as security for accounts payable pursuant to a court settlement. The Company was required to make monthly payments of $1,000 for 14 months and issued shares as security over the period the debt was to be repaid. Once the Company has extinguished the debt, the Company will cancel the shares. The shares of the Company are currently being held in trust with the lawyer of their creditor. In July 2007, the Company completed non-brokered private placements to issue 825,000 units at $0.20 per unit for proceeds of $165,000. Each unit is comprised of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share at a price of $0.30 per share for a period of two years from the date of issue. The Company issued the units on November 28, 2007. In February 2007, the Company negotiated a non-brokered private placement of 580,000 common units at a purchase price of $0.15 per unit for proceeds of $87,000. Each unit is composed of one common share and one common share warrant exercisable for 24 months from date of issue at a price of $0.30 per warrant. The Company issued the units on July 11, 2007. In January 2007, the Company negotiated a non-brokered private placement of 120,000 common units at a purchase price of $0.15 per unit for proceeds of $18,000. Each unit is composed of one common share and one common share warrant exercisable for 24 months from date of issue at a price of $0.30 per warrant. The Company issued the units on July 11, 2007. On November 20, 2006, the Company completed a non-brokered private placement of 1,000,000 units at $0.10 per unit. Each unit is comprised of one common share and one common share purchase warrant exercisable for 24 months. The warrants are exercisable at $0.10 per share in the first year and at $0.15 in the second year. Of the 1,000,000 common shares issued, 370,960 common shares were issued to settle a $37,096 debt incurred on behalf of the Company by an officer of the Company and 629,040 common shares were issued for proceeds of $62,904. The Company issued the units on February 28, 2007 In respect to the above private placements totalling 9, 822,912 units, if the Companys shares trade on the OTC BB at a price greater than or equal to $0.50 per share at any time during the trading day for a period of ten consecutive trading days (the Premium Trading Days) the exercise period shall be shortened to a period of 14 calendar days commencing on that day that is the tenth Premium Trading Day. The funding raised as noted and any additional funds raised will be used for the Companys exploration programs located in Nevada, and Saskatchewan, if warranted, to pursue other business opportunities and for general working capital. The Company entered into a lease purchase agreement dated June 6, 2002 with Mr. Donald B. Potts ("Potts") to acquire the right to explore, develop and mine a property located in Mineral County, Nevada, USA (the "Property"). The initial lease term is five years but can be extended for an additional five years, and for so long thereafter as minerals are mined and produced from the Property. Upon commencing production of valuable minerals from the Property, the Company will pay Potts a royalty on production equal to 4% of net smelter returns. Future royalty payments are payable (in US$) as follows: Payments per agreement
     Year 1
     Year 2
     Year 3
     Year 4
     Year 5November 2009  October 2010
     $54,000November 2010  October 2011
     
     $54,000November 2011  October 2012
     
     
     $54,000November 2012  October 2013
     
     
     
     $54,000November 2013  October 2014
     
     
     
     
     $54,000TOTAL PER YEAR
     US$54,000
     US$54,000
     US$54,000
     US$54,000
     US$54,000
  27


---

As at June 14, 2010, the Company has paid all royalty payments and funding is available to satisfy the next fiscal years lease agreement. Royalty payments on actual productions will equal 4% of net smelter returns (NSR). The Company entered into a lease purchase agreement dated July 1, 2005 with Mrs. M. Lanctot and Mr. A. Lanctot ("Lanctots") to acquire the right to explore, develop and mine a property located in the vicinity of Fort a la Corne, Saskatchewan, Canada (Crystal Springs Property). The initial lease term is ten years with the first payment of $2,000 upon execution of the agreement and an annual sum of $4,000 for a total of $38,000. The Company has an option to purchase the Crystal Springs Property upon commercial development. Upon commencing mining operations of the Property, the Company will pay Lanctots on production equal to 5% of net profits and $4,000 per annum Future royalty payments are payable (in CDN$) as follows: Payments per agreement
     Year 1
     Year 2
     Year 3
     Year 4
     Year 5November 2009  October 2010
     $4,000November 2010  October 2011
     
     $4,000November 2011  October 2012
     
     
     $4,000November 2012  October 2013
     
     
     
     $4,000November 2013  October 2014
     
     
     
     
     $4,000TOTAL PER YEAR
     CDN$4,000
     CDN$4,000
     CDN$4,000
     CDN$4,000
     CDN$4,000
  As at June 14, 2010, the Company is in arrears on the royalty payments and funding is unavailable to satisfy the next fiscal years lease agreement. Royalty payments on actual productions will equal 4% of net smelter returns (NSR). During the current year, the Company expenditures for Lapon Canyon were$115,645, $78,248 in 2008, $94,490 in 2007 and $45,682 in 2006, compared to the fiscal year October 31, 2005; expenditures were a total $108,328. In addition expenditures were incurred for Crystal Springs  Saskatchewan and Triton  Ontario and Gladiator totaling $33,775 in the current year, $27,701 in 2008, $14,802 in 2007 compared to $14,732 in 2006. Total expenditures for all resource properties for the year were $149,420. The expenditures included costs for legal, consulting, lease payments and travel. The Company will continue to incur research and development costs that are required in order to maintain resource properties in good standing. The Company has no other commitments or arrangements for additional financing at this time and there is no assurance that the Company will be able to obtain any additional financing on terms acceptable to the Company. The quantity of funds to be raised and the terms of any equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration and development activity. Other than as discussed herein, the Company is not aware of any trends, demands, commitments, events or uncertainties that may result in the Companys liquidity materially decreasing beyond the current projected expenditures. The Company has historically satisfied its capital needs primarily by issuing equity securities. Management believes it will be able to raise equity capital as required in both the short and long term but recognizes the uncertainty attached thereto. The Company will continue to use various strategies to minimize its dependence on equity capital, including the securing of joint venture partners where appropriate. C.
     Research and Development, Patent and Licences
  The Company has not incurred any related expenditures for the fiscal years ended October 31, 2009, 2008, 2007, or 2006. D.
     Trend Information
  Other than as discussed herein, the Company is not aware of any trends, demands, commitments, events or uncertainties that are reasonable likely to effect the Companys sales or revenues, income from operations, liquidity or materially decreasing beyond the current projected expenditures. E.
     Off-Balance Sheet Arrangements
  As at October 31, 2009, the Company has no off-balance sheet arrangements. 28


---

F.
     Tabular Disclosure of Contractual Obligations
  Contract Obligations
     Total
     Less than 1 year
     1-3 years
     3-5 years
     More than5 yearsLong-Term Debt ObligationsCapital (Finance) Lease ObligationsOperating Leases Obligations
     $675,000
     $67,500
     $202,500
     $202,500
     $202,500Purchase ObligationsOther Long-Term Liabilities Reflected on the Companys Balance Sheet under the GAAP of the primary financial statementsTOTAL
     CDN$675,000
     CDN$67,500
     CDN$202,500
     CDN$202,500
  CDN$202,500
  ITEM 6
     DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
  A. Directors and Senior Management The following table sets forth the name, business experience, functions and areas of experience in the Company and principal business activities performed outside of the Company (including, in the case of directors of the Company other principal directorships) of each director upon whose work the Company is dependent, as of June 14, 2010: Name and Position in the Company
     Age
     Director or Officer Since
     Number of Common Shares andPercentage of ClassDr. Stewart A. Jackson
President and Director
     69
     June 1997
     2,658,796 9.492%Gary Van Norman
Vice President and Director
     70
     Director since February 1996
     17,990 .01%John Curry
Vice President Sales & Marketing and Director
     55
     Director since April 2005
     300,000 1%Blair Carson
Director
     41
     Director since April 2007
     21,961 .01%Patricia Sheahan
Director
     71
     Director since February 2008
     None  0%
  The following is a brief account of the business experience during the past five years of each director and executive officer: Director and/or Officer
     Principal Occupation During the Last Five YearsDr. Stewart A. Jackson
     Stewart Jackson is a skilled geologist with over 40 years of professional experience 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. He has been responsible for the discovery, exploration and development of several major mineral deposits in wide range of environments.John A. Curry
     John Curry has 25 years in sales and marketing including extensive experience in theautomotive and diesel industries. Since the mid-1990s he has worked in the coatings industry and was instrumental in promoting the MX4 product line.Gary Van Norman
     Gary Van Norman is Businessman/Land Developer with over 30 years expertise withland development, project management, and marketing industry, both in Canada and the USA. He 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.Blair Carson
     Blair Carson is a graduate of the Haileyburey School Mines with over 20 years ofexperience in mining, oil and gas industry.Patricia Sheahan
     Patricia Sheahan has an extensive background as geologist/consultant in mineralexploration. Serving as a Director for several public mining exploration companies over the past two decades and has been President of Konsult International Inc. since 1978. She has served as Chairman of Communications for the Prospectors as Developers Association of Canada for the last three years and as Chairman of the Diamond Technical Sessions for the past 16 years. Patricia has also served as President/Chairman of The Ontario Club for two terms and is currently serving as a director of the board.
 29


---

Compensation The following is a summary of the employee and director stock options outstanding as of October 31, 2009 and a summary of all such Options exercised in 2008 and 2007. Stock options outstanding and granted as at October 31, 2009 were as follows: Directors/Employee
     Number of shares
     Price
     Expiration DatePatricia Sheahan
     250,000
     $ 0.25
     February 17, 2013Stewart A. Jackson
     750,000
     $ 0.10
     October 29, 2013Gary Van Norman
     350,000
     $ 0.10
     October 29, 2013Blair Carson
     100,000
     $ 0.10
     October 29, 2013John A. Curry
     100,000
     $ 0.10
     October 29, 2013Patricia Sheahan
     100,000
     $ 0.10
     October 29, 2013Penny Pereira
     50,000
     $ 0.10
     October 29, 2013Gary Van Norman
     250,000
     $ 0.05
     August 14, 2014Blair Carson
     250,000
     $ 0.05
     August 14, 2014John A. Curry
     250,000
     $ 0.05
     August 14, 2014Patricia Sheahan
     100,000
     $ 0.05
     August 14, 2014Stewart A. Jackson
     250,000
     $ 0.10
     August 14, 2014Penny Pereira
     50,000
     $ 0.05
     August 14, 2014
  The Company issued a stock option agreement dated July 5, 2007 granting the directors/employee to purchase common shares of up to 1,300,000 common shares at $0.25. During the fiscal year ended October 31, 2008, the Company issued stock options on February 18, 2008 in the amount of 250,000 exercisable at $0.25 per share for period of 5 years and on October 29, 2008 in the amount of 1,450,000 exercisable at $0.10 per share for period of 5 years. As at October 31, 2009, 2,850,000 stock options remained unexercised. 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, 2005. No cash compensation is currently being paid to members of the Board of Directors for their services as directors. During the fiscal year ended October 31, 2009, compensation to directors and officers of the Company for services was 66,000, $96,000 in 2008, $28,500 in 2007, $2,000 in 2006 and $54,772 in 2005. C. Board Practices 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. 30


---

Audit Committee The Audit Committee of the Company consists of Messers Stewart Jackson (Chair), Gary Van Norman, and John Curry. The function of the Audit Committee is to review the overall audit plan, results of the external audit, the annual financial statements and management discussion and analysis (MD&A), the review of the quarterly financial statements and MD&A, the review of any financial press releases and securities filings, the Companys system of internal controls, the Companys accounting and disclosure policies and to resolve any potential disputes with the Companys auditors. Compensation Committee The Compensation Committee of the Company consists of Stewart Jackson (Chair), Gary Van Norman, and John Curry. The purpose of the Compensation Committee is to determine the compensation arrangement of executive officers, to provide, assist or recommend with respect to policies, benefits, personnel issues and other issues. The Company currently has no employment contracts in last 5 years. The Directors and officers are entitled to receive stock options as determined from time to time by the Committee. D.
     Employees
  The Company currently employs one part-time employee for 2009, 2008, 2007, 2006, and 2005. ITEM 7
     MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
  A.
     Major Shareholders
  The following table sets forth the person(s) known to the Company to own beneficially more that five percent (5%) 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 as at June 14, 2010: TITLE OF
CLASS
     IDENTITY OF PERSON OR GROUP
     NUMBER OF
SHARES
     PERCENTAGE
OF CLASSCOMMON
     Cede & Co.
PO Box 20 Bowling Green Stn
New York, New York 10274
     8,831,611
     31.53%COMMON
     CDS & Co.
PO Box 1038 STN A
Toronto Ontario, M5W 1G5
     3,740,455
     18.65%COMMON
     Curitiba S.A.
PO Box 6095 1000
San Jose, Costa Rica
     7,797,843
     27.83%COMMON
     Investors First S.A.
c/o Arias, Aleman & Mora
Calle 50 Edif Tower 1 ERPiso Apartado 8799
Panama 5, Panama
     1,669,855
     5.96%COMMON
     Computershare Trust Company
510 Burrard Street
Vancouver British Columbia V6C 3B9
     1,261,385
     4.50%COMMON
     Officers and Directors Collectively
     2,998,747
     10.71%
  Note 1:
     Beneficial owners listed have sole voting and investment power with respect to the shares shown unless otherwise indicated.
  31


---

Control of the Corporation The Corporation is a publicly owned Canadian company, the shares of which are owned by Canadian residents, U.S. residents and other foreign residents. To the best of the Corporations knowledge, the Corporation is not directly or indirectly owned or controlled by another corporation, any foreign governments or any other natural or legal person, jointly or severally. Change in Control Arrangements The Corporation is not aware of any arrangements the operation of which may at a subsequent date result in a change of control of the Corporation. B.
     Related Party Transactions
  Services provided by directors or parties related to directors: October 31,2009
October 31,2008
     October 31,2007Consulting
     $
     66,000
     $
     96,000
     $
     28,500Rent
     $
     12,000
     $
     12,000
     $
     12,000
  Consulting fees of $66,000 (2008 - $66,000; 2007  $28,500; 2006  $2,000) were paid to the President of the Company and are included in consulting fees expense and resource property expenditures.No consulting fees were paid in 2009 (2008 - $30,000; 2007  $nil; 2006  $nil) were paid to a director of the Company for investor relation services provided and were included in shareholder communications.Rent fees of $12,000 (2008  $12,000; 2007  $12,000) were incurred by the Company from an individual related to the past president and current director of the Company.Stockbased compensation of $60,156 (2007  $164,875; 2006  $nil) was incurred by the Company in the issuance of stock options to directors and officers of the Company.Travel fees of $35,893 (2008 - $65,108; 2007  $25,547; 2006  $45,252) were reimbursed to the President of the Company for expenses incurred as part of providing his services to the Company. These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Accounts receivable includes $665 (2008  $665) due from a director.Accounts payable includes $22,221(2008  $9,221) due to an individual related to the past president .During 2008, a shareholder advanced $98,406 (2007  $33,508) of which $72,000 (2007  $33,508) was settled by the issuance of 3,600,000 common shares (2008  335,075 common shares) of the Company. The amounts due to and from related parties are unsecured and without interest or stated terms of repayment. C.
     Interests of Experts and Counsel
  This item is not applicable. ITEM 8
     FINANCIAL INFORMATION
  A.
     Consolidated Statements and Other Financial Information
  Incorporated hereto are the unaudited consolidated financial statements for the years ended October 31, 2009, 2008, and 2007, which are set forth in Item 17  Financial Statements. 32


---

Selected Annual Information The following selected financial information is derived from the audited financial statements for the years ended October 31, 2009, 2008, 2007 and 2006, of the Company as prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP). The Company has included in the consolidated financial statements reconciliation between Canadian Generally Accepted Accounting Principles and United States Generally Accepted Accounting Principles. The reconciliation and explanation of the differences are in Note 13 of the Companys financial statements, pages 74 through 79. For more detailed information, refer to the Companys unaudited Financial Statements. October 31,2009
     October 31,2008
     October 31,2007
     October 31,2006Net sales or total revenues
     $Nil
     $Nil
     $Nil
     $NilIncome (loss) before discontinued items orextraordinary items
     $(197,204)
     $(351,082)
     $(320,473)
     $(152,320)Income (loss) before discontinued items orextraordinary items:- per share undiluted- per share diluted
     (0.01)(0.00)
     (0.02)(0.02)
     (0.02)(0.02)
     (0.01)(0.01)Net Income (loss)
     $(197,204)
     $(393,223)
     $(320,473)
     $(152,320)Net Income (loss) before discontinued itemsor extraordinary items:- per share undiluted- per share diluted
     (0.01)(0.01)
     (0.02)(0.02)
     (0.02)(0.02)
     (0.01)(0.01)Total Assets
     $648,761
     $500,569
     $564,608
     $345,789Total Long-term Debt
     $Nil
     $Nil
     $Nil
     $NilCash dividends declared: $ per share
     $Nil
     $Nil
     $Nil
     $Nil
  The growth in total assets for the year ended October 31, 2009 is primarily the result of capitalized exploration expenditures incurred during the year and a decrease in cash and cash equivalents primarily due to decrease in private placements during the current year. Financial results for the year of 2005 the Company reported a net loss of $467,969 including a significant change in accounting policy effective November 1, 2003, per the recommendations of the Canadian Institute of Chartered Accountants (CICA) Handbook Section 3870, for Stock-based compensation and other stock-based payments. In accordance with the CICA policy the Company has accounted for stock options granted to directors, employees and consultants using the fair market value method. As a result the preceding the Company has recognized in 2008 $60,156 in stock based compensation,, in 2007 $171,470 stock-based compensation and in 2005 $289,341 stock-based compensation and an additional $33,712, which was charged to the opening deficit in the previous year in 2004. The Company is not involved in any legal or arbitration proceedings that may have, or have had in the recent past, significant effects on the Companys financial position. The Company is not aware of any material proceedings in which any director, any member of senior management or any of the Companys affiliates is a party adverse to the Company or has a material interest adverse to the Company. No dividends have been paid on any common shares of the Company, nor does the Company to pay dividends on its common shares in the foreseeable future. B.
     Significant Changes
  No significant changes have occurred during fiscal 2009 or the first six months of fiscal 2010. 33


---

ITEM 9
     THE OFFER AND LISTING
  A.
     Offer and Listing Details
  The common stock of the Company is listed on the OTC Electronic Bulletin Board in New York. The following table sets forth the high and the low sales prices for shares of common stock on the OTC:BB 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. PRICE RANGE
     High
     LowOctober 31, 2006 Year
     0.43
     0.10October 31, 2007 Year
     0.23
     0.10October 31, 2008 Year
     0.19
     0.01October 31, 2009 Year
     0.10
     0.022009 1stQuarter
     0.10
     0 032009 2ndQuarter
     0.10
     0.032009 3rdQuarter
     0.06
     0.022009 4thQuarter
     0.06
     0.022008 1stQuarter
     0.13
     0.052008 2ndQuarter
     0.19
     0.052008 3rdQuarter
     018
     0.052008 4thQuarter
     0.10
     0.04November 2009 Month
     0.09
     0.08December 2009 Month
     0.09
     0.05January 2010 Month
     0.06
     0.03February 2010 Month
     0.04
     0.03March 2010 Month
     0.03
     0.02April 2010 Month
     0.09
     0.02
  As of October 31, 2009 the Company had approximately 219 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. B.
     Plan of Distribution
  This item is not applicable. C.
     Markets
  The Companys common shares trade on the OTC Electronic Bulletin Board in New York under the symbol WVNTF:BB D.
     Selling Shareholders
  This item is not applicable. E.
     Dilution
  This item is not applicable. F.
     Expenses of the Issue
  This item is not applicable. 34


---

ITEM 10
     ADDITIONAL INFORMATION
  A.
     Share Capital
  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. The outstanding shares of common stock are fully paid and non-assessable. As of June 14, 2010, 28,010,976 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, and 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 theCompanys Act of the Province of British Columbia. The Companys authorized share capital and issued is as follows: Authorized - 50,000,000 Common shares without par value Issued Number of Shares
     
     AmountBalance, October 31, 2007
     16,866,154
     $
     7,975,093Settlement of share subscriptions
     825,000
     
     0Issue of common shares for cash
     1,555,912
     
     107,422Issue of common shares for settlement of debt
     706,142
     
     70,614Issue of common shares as security for amounts payable
     100,000
     
     14,000Share subscriptions (4,087,500 common shares issued onJune 4, 2009)
     0
     
     81,750Balance, October 31, 2008
     20,053,208
     $
     8,248,880Issue of common shares for cash
     6,750,000
     
     135,000Issue of common shares for settlement of debt
     957,768
     
     19,155Balance, October 31, 2009
     27,760,976
     $
     8,321,285
  In April 2010, the Company completed non-brokered private placements to issue 1,500,000 units at $0.02 per unit for proceeds of $30,000. Each unit is comprised of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share at a price of $0.03 per share in the first year and at price of $0.04 in the second year from the date of issue. In November 2009, the Company agreed to issue 250,000 shares pursuant to an option to purchase agreement for Triton Property. The vendors agreed upon an assigned value of $0.02 per share. On August 20, 2009, the Company extended the expiry date on 825,000 warrants to July 10, 2010.On August 20, 2009, the Company extended the expiry date on 1,000,000 warrants to November 19, 2010. The Company has granted a total of 1,150,000 stock options to its directors and officers. All options are exercisable at a price of $0.05 per share and an expiry date of August 14, 2014 On March 18, 2009, the Company completed a non-brokered private placement of 6,750,000 units at a purchase price of $0.02 per unit for proceeds of $135,000. Each unit is comprised of one common share and one share purchase warrant exercisable for 24 months from closing. Each warrant entitles the holder to purchase one additional common share at a price of $0.04 per share for a period of two years from the date of issue. The net proceeds of $135,000 were allocated $87,902 to common shares and $47,098 to the warrants on a relative fair value basis. The company issued 441,000 common shares as finders fees. On February 3, 2009, the Company extended the expiry date on the 1,250,000 warrants issued on March 1, 2006 to February 28, 2010, and extended the expiry date on the 700,000 warrants issued on February 15, 2007 to February 14, 2010. On 35


---

February 18, 2009, the Company completed a nonbrokered private placement of 516,768 units at a purchase price of $0.02 per unit for settlement of debt of $10,335. Each unit is comprised of one common share and one share purchase warrant exercisable for 24 months from closing. Each warrant entitles the holder to purchase one additional common share at a price of $0.04 per share for a period of two years from the date of issue. The Company issued the units on February 18, 2009. In October 2008, the Company completed a non-brokered private placement of 546,065 units at $0.10 per unit. Each unit is comprised of one common share and one common share purchase warrant exercisable for 24 months. The warrants are exercisable at $0.10 per share in the first year and at $0.10 in the second year. The Company issued the units on October 30, 2008 In September 2008, the Company completed a non-brokered private placement of 106,781 units at $0.10 per unit. Each unit is comprised of one common share and one common share purchase warrant exercisable for 24 months. The warrants are exercisable at $0.10 per share in the first year and at $0.15 in the second year. In August 2008, the Company agreed to issue 706,142 shares to certain creditors to extinguish accounts payable totalling $70,614. The Company and the creditors agreed upon an assigned value of $0.10 per share. Of the 706,142 shares issued 317,990 shares were issued to directors of the Company to settle debts of $31,799. In June 2008, the Company completed non-brokered private placements to issue 333,333 units at $0.15 per unit for proceeds of $50,000. Each unit is comprised of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share at a price of $0.30 per share for a period of two years from the date of issue. The Company issued the units 100,000 on June 12, 2008 and the remainder of 233,333 units on September 9, 2008. Finders Fee of 8% for a total of 8,000 common shares was paid. In February 2008, the Company completed non-brokered private placements to issue 561,733 units at $0.09 per unit for proceeds of $50,556. Each unit is comprised of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share at a price of $0.15 per share for a period of two years from the date of issue. The Company issued the units on February 27, 2008. In November 2007, the Company issued 100,000 common shares as security for accounts payable pursuant to a court settlement. The Company was required to make monthly payments of $1,000 for 14 months and issued shares as security over the period the debt was to be repaid. Once the Company has extinguished the debt, the Company will cancel the shares. The shares of the Company are currently being held in trust with the lawyer of their creditor. In July 2007, the Company completed non-brokered private placements to issue 825,000 units at $0.20 per unit for proceeds of $165,000. Each unit is comprised of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share at a price of $0.30 per share for a period of two years from the date of issue. The Company issued the units on November 28, 2007. In February 2007, the Company negotiated a non-brokered private placement of 580,000 common units at a purchase price of $0.15 per unit for proceeds of $87,000. Each unit is composed of one common share and one common share warrant exercisable for 24 months from date of issue at a price of $0.30 per warrant. The Company issued the units on July 11, 2007. In January 2007, the Company negotiated a non-brokered private placement of 120,000 common units at a purchase price of $0.15 per unit for proceeds of $18,000. Each unit is composed of one common share and one common share warrant exercisable for 24 months from date of issue at a price of $0.30 per warrant. The Company issued the units on July 11, 2007. On November 20, 2006, the Company completed a non-brokered private placement of 1,000,000 units at $0.10 per unit. Each unit is comprised of one common share and one common share purchase warrant exercisable for 24 months. The warrants are exercisable at $0.10 per share in the first year and at $0.15 in the second year. Of the 1,000,000 common shares issued, 370,960 common shares were issued to settle a $37,096 debt incurred on behalf of the Company by an officer of the Company and 629,040 common shares were issued for proceeds of $62,904. The Company issued the units on February 28, 2007 In respect to the above private placements totalling 93,822,912 units, if the Companys shares trade on the OTC B:B at a price greater than or equal to $0.50 per share at any time during the trading day for a period of ten consecutive trading days (the Premium Trading Days) the exercise period shall be shortened to a period of 14 calendar days commencing on that day that is the tenth Premium Trading Day. 36


---

Share purchase warrants outstanding as at October 31, 2009, 2008 and 2007 were as follows: Number of Warrants
     WeightedAverage Exercise PriceBalance, outstanding and exercisable October 31, 2007
     3,775,000
     $ 0.28Issued
     1,547,912
     $ 0.20Balance, outstanding and exercisable October 31, 2008
     5,322,912
     $ 0.26Issued
     7,267,768
     $ 0.04Balance, outstanding and exercisable October 31, 2009
     12,589,680
     $ 0.12
  Expiry Date
     ExercisePrice
     Number of Warrants2009
     2008February 28, 2010
     $ 0.35
     1,250,000
     1,250,000November 19, 2010
     $ 0.15
     1,000,000
     1,000,000February 15, 2010
     $ 0.30
     700,000
     700,000November 28, 2010
     $ 0.30
     825,000
     825,000February 27, 2010
     $ 0.15
     561,733
     561,733June 12, 2010
     $ 0.30
     100,000
     100,000September 8, 2010
     $ 0.20
     106,781
     106,781October 27, 2010
     $ 0.30
     233,333
     233,333October 27, 2010
     $ 0.20
     546,065
     546,065June 4, 2011
     $ 0.04
     7,266,768
     0Total
     
     12,589,680
     5,322,912
  The following table summarizes the Company's stock option activity for the years ended October 31, 2009, 2008, and 2007: Number of Options
     WeightedAverage Exercise PriceBalance, outstanding and exercisable October 31, 2007
     1,300,000
     $ 0.25Granted
     1,700,000
     $ 0.12Cancelled
     (250,000)
     $ 0.25Balance, outstanding and exercisable October 31, 2008
     2,750,000
     $ 0.17Granted
     1,150,000
     $ 0.05Cancelled/Expired
     (1,050,000)
     $ 0.25Balance, outstanding and exercisable October 31, 2009
     2,850,000
     $ 0.09
  During the fiscal year ended October 31, 2008, the Company issued stock options on February 18, 2008 in the amount of 250,000 exercisable at $0.25 per share for period of 5 years, on October 29, 2008 in the amount of 1,450,000 exercisable at $0.10 per share for period of 5 years and On August 14, 2009 in the amount of 1,150,000 exercisable at $0.10 per share for period of 5 years 37


---

Stock options to directors, officers and consultants outstanding and exercisable as at October 31, 2009 and 2008 were as follows: Expiry Date
     Grant Date
Fair Value
     ExercisePrice
     Number of Options2009
     2008July 4, 2009 (expired)
     $ 0.13
     $ 0.25
     0
     1,050,000February 17,2013
     $ 0.10
     $ 0.25
     250,000
     250,000October 29,2013
     $ 0.03
     $ 0.10
     1,450,000
     1,450,000August 14, 2014
     $ 0.03
     $ 0.05
     1,150,000
     1,450,000Total
     
     
     2,850,000
     2,750,000
  All options granted during 2009 and 2008 were fully vested at the time of their grant. B.
      Memorandum and Articles of Association
  Securities Register The Corporation maintains at Computershare Corporate Trust Company (transfer agent) a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities: a.
     the names, alphabetically arranged and the latest known address of each person who is or has been a security holder;b.
     the number of securities held by each security holder; andc.
     the date and particulars of the issue and transfer of each security. The transfer agent keeps information relating to a security holder that is entered in the securities register for at least seven years after the security holder ceases to be a security holder. Powers of Directors Approval and Voting A director who is in any way party, whether directly or indirectly, interested in a contract or proposed contract or transaction with the Company shall declare the nature and extent of the Directors interest at a meeting of the directors in accordance with the Companies Act. A director shall not vote in respect of any such contract or transaction with the Company in which he is interested and if he shall do so his vote shall not be counted, but may be counted in the quorum present at the meeting at which such vote is taken. Subject to the Companies Act, the foregoing shall not apply: a.
     any contract or transaction relating to a loan to the Company, which a director or specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan, orb.
     any contract or transaction made or to be made with, or for the benefit of a holding corporation or a subsidiary corporation of which a director is a director,c.
     if authorized by ordinary resolution pursuant to Article 12.4, the remuneration of the directors. Remuneration and Expenses The remuneration of the Directors as such may from time to time be determined by the shareholders, unless by ordinary resolution the directors are authorized to determine their remuneration, such remuneration to be in addition to any salary, or other remuneration paid to any officer or employee of the Company as such, who is also director. The Directors shall be repaid such reasonable expenses as they may incur in and about the business of the Company and if any director shall perform any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director or shall otherwise be specifically occupied in or about the Companys business, he may be paid a remuneration to be fixed by the Board, or, at the option of such director, by the Company in general meeting, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he may be entitled to receive, and the same shall be charged as part of the ordinary working expenses. Unless otherwise determined by ordinary resolution the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. 38


---

Borrowing Without limiting the borrowing power of the Company provided by the Corporation Act of British Columbia, the Directors may from time to time at their discretion authorize the Company to borrow any sum of money for the purposes of the Company and may raise or secure the repayment of that sum in such manner and upon such terms and conditions, in all respects, as they think fit. And in particular, and without limiting the generality of the foregoing, by the issue of bonds or debentures, or an mortgage or charge, whether specific or floating, or other security on the undertaking or the whole or an part of the property of the Company, both present and future. The directors may authorize the issue of any debentures, bonds or other debt obligations of the Company at a discount, premium or otherwise, and with special or other rights or privileges as to redemption, surrender, drawings, allotment of or conversion into or exchange for shares, attending at general meetings of the Company of or conversion into or exchange for shares, attending at general meetings for the Company and otherwise as the directors may determine at or before the time of issue. Qualification A person is not required to hold shares issued by the Company to qualify for election as a director of the Company. A person is disqualified for election as a Director if that person: a.
     is less than 18 years of age;b.
     is
  i)
     a dependant adult as defined in the Dependant Adults Act or the subject of a certificate of incapacity under that Act.ii)
     a formal patient as defined in the Mental Health Act,iii)
     the subject of an order under The Mentally Incapacitated Persons Act appointing a committee of his or her person, estate or both, oriv)
     a person who has been found to be of unsound mind by a court elsewhere than in British Columbia; c.
     is not an individual; or
  d.
     has the status of bankrupt.
  Description of Securities The Company is authorized 50,000,000 of Common Shares. Common Shares The Company is authorized to issue 50,000,000 of common shares without nominal or par value of which, as at October 31, 2009, 27,760,976 shares are issued and outstanding as fully paid and non-assessable 2,850,000 shares are reserved under directors, employees and management stock options (see Item 6A. Directors, Senior Management and Employees  Share Ownership  Stock Options). The holders of the common shares are entitled to vote at all meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote, and on every poll taken at every such meeting, or adjourned meeting, every holder of Common Shares shall be entitled to one vote in respect of each Common Share held. Annual and Special General Meetings The Board must call an annual general meeting of Shareholders to be held not later than 15 months after the date of incorporation and subsequently, not later than 13 months after holding the last preceding annual meeting. An annual meeting is to be held for the purposes of considering the financial statements and auditors report, fixing the number of Directors for the following year, electing Directors, appointing an auditor and transacting any other business that may properly be brought before the meeting. The Board may at any time call a special meeting of Shareholders. Notice of Meetings Notice of the time and place of a meeting of Shareholders must be sent not less than 21 days before the meeting to each Shareholder entitled to vote at the meeting, each Director and the auditor of the Company. Notice of a meeting of Shareholders called for the purpose of transacting any business other than a consideration of the financial statements and auditors report, fixing the number of Directors for the following year, election of Directors and reappointment of the incumbent auditor must state the nature of the business to be transacted in sufficient detail to permit a Shareholder to form a reasoned judgment on that business and must state the text of any special resolution to be submitted to the meeting. 39


---

Where any special business includes the presenting, considering, approving, ratifying or authorizing of the execution of any document, then the portion of the any notice relating to such document shall be sufficient if the same states that a copy of the document or proposed document is or will be available for inspection by shareholders at a place in the Province of British Columbia specified in such notice during business hours in any specified working day or days prior to the date of the meeting. C.
     Material Contracts
  The Company has not entered into any material contracts (not made in the ordinary course of business) in the two years prior to the date of filing of this Form 20F. D.
     Exchange Controls
  Canadian Investment Controls There are no governmental laws, decrees or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest, dividends or other payments to non-residents. Dividends paid to US residents, however, are subject to a 15% withholding tax or a 5% withholding tax for dividends if the shareholder is a company owning at least 10% of the outstanding voting shares of the Company pursuant to Article X of the reciprocal tax treaty between Canada and the US (See Item 10 - Additional Information - Taxation). Except as provided in the Investment Canada Act (the ICA), which has provisions that restrict the holding of voting shares by non-Canadians, there are no limitations specific to the rights of non-Canadians to hold or vote the common shares under the laws of Canada or the Province of British Columbia, or in the charter documents of the Company or its subsidiaries. The ICA requires a person who is not a Canadian resident (a non-Canadian) making an investment, which would result in the establishment of a new Canadian business or which would result in the acquisition of control of a Canadian business (i.e. the gross value of the assets of which exceed a certain monetary threshold), to identify, notify, or file an application for review with the Investment Review Division of Industry Canada (IRD). The notification procedure involves a brief statement of information about the investment on a prescribed form to be filed with the IRD by the investor within 30 days following implementation of the investment. Specific investments are subject to review under the ICA. It is intention of the IRD that investments requiring only notification will proceed without government intervention unless the investment is in a specific type of business activity related to Canada's cultural heritage and national identity. If an investment is reviewable under the ICA, an application for review in the form prescribed is normally required to be filed with the IRD prior to the investment taking place and the investment may not be implemented until the review has been completed and the Minister of Industry (Minister) (the Minister responsible for Investment Canada) is satisfied that the investment is likely to be of net benefit to Canada. The Minister has up to 75 days to make this determination. If the Minister is not satisfied that the investment is likely to be of net benefit to Canada, the non-Canadian must not implement the investment or, if the investment has been implemented, may be required to divest himself of control of the business that is the subject of the investment. In 1999, some of the powers, duties and functions of the Minister were transferred to the Minister of Canadian Heritage under Parts II to VI of the ICA as they relate to the prescribed business activities enumerated under paragraph 15(a) of the ICA, namely those that relate to Canada's cultural heritage or national identity (Cultural Activities) Cultural Activities include, among other things, the distribution or sale of books, magazines, film and video recordings and music recordings. As a result, an application for review must be submitted to the Cultural Sector Review Division of the Department of Canadian Heritage (the CSRD) in respect of the acquisition of control of a Canadian business engaged in a Cultural Activity that exceeds the prescribed lower monetary threshold applicable to the acquisition of such Canadian businesses. The Minister of Canadian Heritage's review, similar to the Minister's review, is based on the statutory threshold of net benefit to Canada. CSRD is guided by certain policy statements regarding investments by non-Canadians in Canadian businesses engaged in certain Cultural Activities. CSRD's policy statements address certain Cultural Activities at the production/publication, distribution and/or exhibition levels. The following investments by non-Canadians are subject to notification under ICA: 1.
     An investment to establish a new Canadian business; and2.
     An investment to acquire control of a Canadian business that is not reviewable pursuant to the ICA.The following investments by non-Canadians are subject to review under the ICA:
  An investment is reviewable if there is an acquisition of control of a Canadian business and the asset value of the Canadian business being acquired equals or exceeds the following thresholds: 40


---

a.
     For non-World Trade Organization (WTO) investors, the threshold is $5 million for a direct acquisition and $50 million for an indirect acquisition; the $5 million threshold will apply however for an indirect acquisition if the asset value of the Canadian business being acquired exceeds 50% of the asset value of the global transaction;b.
     Except as specified in paragraph (c) below, a threshold is calculated annually for reviewable direct acquisitions by or from WTO investors. The threshold for 2007 is $281 million. Pursuant to Canada's international commitments, indirect acquisitions by or from WTO investors are not reviewable;c.
     The limits set out in paragraph (a) apply to all investors for acquisitions of a Canadian business that:  i
     engages in the production of uranium and owns an interest in a producing uranium property in Canada;ii.
     provides any financial service;iii.
     provides any transportation services; oriv.
     is a cultural business. Notwithstanding the above, any investment which is usually only notifiable, including the establishment of a new Canadian business, and which falls within a specific business activity, including the publication and distribution of books, magazines, newspapers, film or video recordings, audio or video music recordings, or music in print or machine-readable form may be reviewed if an Order-in-Council directing a review is made and a notice is sent to the Investor within 21 days following the receipt of a certified complete notification. With reference to 1 (a) above, generally speaking, an acquisition is direct if it involves the acquisition of control of the Canadian business or of its direct or indirect Canadian parent and an acquisition is indirect if it involves the acquisition of control of a non-Canadian direct or indirect parent of an entity carrying on the Canadian business. No change of voting control will be deemed to have occurred if an investor acquires less than one-third of the voting control of a Canadian company. With reference to 1(a) above, a WTO investor, as defined in the ICA, includes an individual who is a national of a member country of the WTO or who has the right of permanent residence in relation that WTO member, a government or government agency of a WTO member, a WTO investor-controlled entity, a company, a limited partnership, trust or other specified business organizations that is neither WTO-investor controlled or Canadian controlled of which two-thirds of its board of directors, general partners or trustees, as the case may be, are any combination of Canadians and WTO investors. The ICA exempts certain transactions from notification and review, including, among others, 1.
     An acquisition of voting shares if the acquisition were made in the ordinary course of that persons' business as a trader or dealer in securities;2.
     An acquisition of control of the company in connection with the realization of a security interest granted for a loan or other financial assistance and not for any purpose related to the provisions of the ICA;3.
     The acquisition of voting interests by any person in the ordinary course of a business carried on by that person that consists of providing, in Canada, venture capital on terms and conditions not inconsistent with such terms and conditions as may be fixed by the Minister; and4.
     Acquisition of control of the company by reason of an amalgamation, merger, consolidation or corporate reorganization, following which the ultimate direct or indirect control in fact of the company, through the ownership of voting interests, remains unchanged. E.
     Taxation
  The following is a summary of the principal Canadian federal income tax considerations under theIncome Tax Act (Canada)and the regulations thereunder (collectively, the Tax Act, or ITA), generally applicable in respect of the holding and disposition of common shares. The income tax consequences to any particular holder of common shares will vary according to the particular circumstances of each holder, including without limitation, the status of that holder as an individual, trust, company or member of a partnership, the jurisdiction in which that holder is subject to taxation and the place where that holder is resident. This summary is based upon the Company's understanding of current provisions of the Tax Act and the Canada-United States Tax Convention (1980) (the Tax Convention) as at the date of this Form 20-F, of all specific proposals to amend the Tax Act publicly announced prior to the date hereof and of the current published administrative and assessing practices of the Canada Revenue Agency (the CRA). Other than such proposed amendments, this summary does not take into account or anticipate changes in the law, whether by way of judicial decision or legislative action, nor any changes in the administrative or assessing practices of the CRA. There is no assurance that any specific proposals to amend the Tax Act will be enacted as proposed or at all. This summary does not take into account, or anticipate any provincial, territorial or foreign tax legislation or other considerations, which may differ from those consideration described herein. 41


---

This summary is applicable only to holders of common shares who, for the purposes of the Tax Act and the Tax Convention, are resident in the US, have never been resident in or deemed to be resident in Canada at any time while they have held common shares, deal at arm's length with and are not affiliated with, the Company, hold their common shares as capital property, do not carry on and are not deemed to carry on an insurance business in Canada, and will not use or hold or be deemed to use or hold the common shares in the course of carrying on business in Canada. Common shares will generally be considered to capital property for purposes of the Tax Act unless they are held in the course of carrying on a business of trading or dealing in securities or acquired in a transaction, which may be consideredtobeanadventureinthenature ofthe trade. Special rules, which are not discussed in this summary, may apply to a US holder that is a company that carries on business in Canada and elsewhere. This summary is of a general nature only and is not exhaustive of all Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any holder of common shares. No opinion, with respect to taxation matters, was requested by the Company or provided by its auditors or legal counsel. Each holder should consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances. Disposition of Common Shares A non-resident of Canada will not be subject to tax under the Tax Act in respect of a capital gain realized upon the disposition or deemed disposition of a common share of the Company unless it constitutes taxable Canadian property under the Tax Act and the holder is not entitled to relief under the Tax Convention. Such common shares will generally not be taxable Canadian property provided the holder thereof does not use or hold and is not deemed to use or hold such shares in connection with carrying on a business in Canada; such shares are not designated insurance property of the holder within the meaning of the Tax Act; that if the shares listed on a prescribed stock exchange under the Tax Act, the holder has not, either alone or in combination with persons with whom the holder does not deal at arm's length, owned or had the right to acquire 25% or more of the issued shares of any class or series of shares in the Company within 60 months preceding the date of disposition; such holder has not elected to treat such shares as taxable Canadian property upon ceasing to be a resident in Canada; and such shares were not acquired in a tax deferred exchange for property that was itself taxable Canadian property. In the case of a non-resident holder to whom shares of the Company represent taxable Canadian property and who is resident in the US, relief from Canadian taxation may not be available under the Tax Convention in certain cases, including, without limitation, where the value of such shares is derived principally from real property situated in Canada. Mineral exploration rights are generally considered to be real property for this purpose. Shareholders should consult with their tax advisors as to whether they will be afforded relief under the Tax Convention. If common shares of the Company constitute taxable Canadian property and a holder is not afforded relief under the Tax Convention, a capital gain (or capital loss) will generally be realized to the extent that the proceeds of disposition received or deemed to be received exceed (or are less than) the aggregate adjusted cost base of such shares, net of any reasonable costs of disposition or deemed disposition. One-half of any such capital gain (taxable capital gain) will be required to be included in income in the year of the disposition. One half of the amount of any capital loss (allowable capital loss) may be deductible against certain taxable capital gains realized in that year in accordance with the provisions of the Tax Act. Allowable capital losses for a taxation year in excess of taxable capital gains for that year may otherwise be available for deduction in other taxation years in accordance with the provisions of the Tax Act. However, special rules apply if a non-resident of Canada or certain designated partnerships dispose of common shares of the Company to another company resident in Canada with which the non-resident does not deal or is deemed not to deal at arm's length and, immediately after the disposition, the Company is connected with the purchaser company within the meaning of the Tax Act. Each holder should consult with their own tax advisor with respect to the income tax consequences of any such disposition applicable to them, in their own particular circumstances. Dividends In the case of any dividends paid or credited or deemed to be paid or credited to non-residents, the non-resident will be subject to tax on the gross amount of such dividends. In the absence of relief under the Tax Convention, the Company will be required to withhold there from on account of tax, 25% of the amount of such dividend, and remit same to the Receiver General of Canada, and the net amount of the dividend will be paid to the non-resident holder. In certain cases Article X of the Tax Convention reduces the rate of tax on dividends paid to residents of the US to 15% of the gross dividend (or 5% in the case of dividends paid to certain corporate shareholders that beneficially own at least 10% of the Company's voting shares). Stock dividends received by non-residents from the Company are taxable in Canada as ordinary dividends. Dispositions of common shares to the Company will generally result in a deemed dividend to the holder equal to the amount by which the consideration paid or deemed to be paid by the Company exceeds the paid-up capital of such shares. The amount of such deemed dividend would be subject to withholding tax as described above. 42


---

US Federal Income Tax Consequences The following is a discussion of possible US Federal income tax consequences, under US law, generally applicable to a US Holder (as defined below) of common shares of the Company. This discussion does not address consequences peculiar to persons subject to special provisions of US Federal income tax law, such as those described below as excluded from the definition of a US Holder. In addition, this discussion does not cover any alternative minimum, US state and local or foreign tax consequences. The following discussion is based upon the Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations, published Internal Revenue Service (IRS) rulings, published administrative positions of the IRS, and court decisions that are currently applicable, any of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, the discussion does not consider the potential effects, both adverse and beneficial, of recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time. Circular 230 Disclosure Any tax statement made herein regarding any US federal tax is not intended or written to be used, and cannot be used, by any taxpayer for purposes of avoiding any penalties. Any such statement herein is written in connection with the marketing or promotion of the transaction to which the statement relates. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. As used herein, a US Holder includes a holder of common shares who is a citizen or individual resident (as defined under US tax laws) of the United States; a company created or organized in or under the laws of the US or of any political subdivision thereof; an estate the income of which is taxable in the US irrespective of source; or a trust if (a) a court within the US is able to exercise primary supervision over the trust's administration and one or more US persons have the authority to control all of its substantial decisions or (b) the trust was in existence on August 20, 1996 and has properly elected to continue to be treated as a US person. This summary does not address the US tax consequences to, and US Holders do not include, persons subject to specific provisions of federal income tax law, including, but not limited to, tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a functional currency other than the US dollar, persons who hold common shares as part of a straddle, hedging or a conversion transaction, and persons who acquire their common shares as compensation for services. This summary is limited to US Holders who own common shares as capital assets and who hold the common shares directly and not through an intermediary entity. Distributions on Common Shares of the Company Subject to the discussion below regarding passive foreign investment companies (PFICs), US Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income (for US Federal income tax purposes) the gross amount of such distributions, to the extent that the Company has current or accumulated earnings and profits, as determined under US Federal tax principals. This inclusion is done without reduction for any Canadian income tax withheld from such distributions. Any Canadian tax withheld generally may be credited (subject to certain limitations) against the US Holder's US Federal taxable income. (See more detailed discussion at Foreign Tax Credits below.) To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the US Holder's adjusted basis in the common shares and thereafter as a gain from the sale or exchange of the common shares. Dividends received by non-corporate US Holders may be subject to US federal income tax at lower rates (generally 15%) than other types of ordinary income in taxable years beginning before 2011 if certain conditions are met. These conditions include the Company not being classified as a PFIC, it being a qualified foreign company, the US Holder's satisfaction of a holding period requirement, and the US Holder not treating the distribution as investment income for purposes of the investment interest deduction rules. In the case of US Holders that are companies, such dividends generally will not be eligible for the dividends received deduction. Foreign Tax Credit A US Holder who pays (or has withheld from distributions) Canadian income tax with respect to the common shares of the Company may be entitled, at the option of the US Holder, to either a deduction or a tax credit for such foreign tax paid or withheld, at the option of the US Holder. Generally, it will be more advantageous to claim a credit because a credit reduces US Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to tax. 43


---

This election is made on a year-by-year basis, and applies to all foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from) the US Holder during the year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the US Holder's US income tax liability that the US Holder's foreign source income bears to his/her or its worldwide taxable income. In the determination of the application of this limitation, various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes or baskets of income; foreign taxes assigned to a particular class of income generally cannot offset United States tax on income assigned to another class. For tax years beginning after 2006, there are two classes of income, passive category income and general category income for United States foreign tax credit purposes. For tax years of US Holders beginning after October 22, 2004, unused foreign tax can generally be carried back one year and forward ten years. The availability of the foreign tax credit and the application of the limitations with respect to the foreign tax credit are fact specific, and US Holders should consult their own tax advisors regarding the foreign tax credit rules. Currency Fluctuations For United States federal income tax purposes, the amount received by a US Holder as payment with respect to a distribution on, or disposition of, common shares, if paid in Canadian dollars, will be the US dollar value of the payment, regardless of whether the payment is later converted into US dollars. In such case, the US Holders may recognize additional ordinary income or loss as a result of currency fluctuations between the date on which the payment is made and the date the payment is converted into US dollars. Disposition of Common Shares of the Company Subject to the PFIC discussion below, a US Holder will recognize gain or loss upon the sale of commons shares of the Company equal to the difference, if any, between the amount of cash plus the fair market value of any property received, and the US Holder's tax basis in the common shares of Company. This gain or loss will be capital gain or loss if the common shares are a capital asset in the hands of the US Holder, which willbeashort-term or long-term capital gain or loss depending upon the holding period of the US Holder. Under present law, a non-corporate US Holder generally is eligible for a maximum 15% US Federal income tax rate, subject to the PFIC discussion below, for net long-term (held more than one year) capital gains. Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to significant limitations. US Anti-Deferral Regimes - Passive Foreign Investment Company (PFIC) Regime The PFIC rules may apply to US Holders if the Company, or an entity directly or indirectly owned by the Company (Related Entity), derives 75% or more of its gross income from certain types of passive income (generally, interest, dividends, rents, royalties and the like), or if the average value during a taxable year of the Company or the Related Entity's passive assets (generally, assets that generate passive income) is 50% or more of the average value of all assets held by the Company or the Related Entity. If the Company or a Related Entity is classified as a PFIC, a US Holder will be subject to increased tax liability in respect of gain recognized on the disposition of common shares or upon the receipt of certain distributions, unless the US Holder makes an election to be taxed currently on his, her or its pro rata portion of the Company's income and gain, whether or not such income or gain is distributed in the form of dividends or otherwise, and the Company provides certain annual statements which include the information necessary to determine inclusions and assure compliance with the PFIC rules. As another alternative to the foregoing rules, a US Holder may make a mark-to-market election to include in income each year as ordinary income an amount equal to the increase in value of the Common shares for that year or to claim a deduction for any decrease in value (but only to the extent of previous mark-to-market gains). Neither the Company nor any Related Entity can give any assurance as to its status as a PFIC for the current or any future year, and offers no opinion or representation of any kind with respect to the PFIC status of the Company or any Related Entity.US Holders should consult their own tax advisors with respect to the PFIC issue and its applicability to their particular tax situation. F.
     Dividends and Paying Agents
  This item is not applicable. 44


---

G.
     Statement by Experts
  This item is not applicable. H.
     Documents on Display
  Documents concerning the Company which are referred to in this Form 20-F may be inspected upon written request to the Corporate Administrator of the Company as follows: World Ventures Inc. 102 Piper Crescent Nanaimo, BC, Canada V9T 3G3 The Company is subject to the information requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), and, to the extent required of Canadian companies, files periodic reports and other information with the SEC. All such reports and information may be read and copied at the public reference facilities listed below. The Company intends to provide its shareholders reports containing audited year-end financial statements and a report thereon from its independent chartered accountants and quarterly reports for the first three quarters of each fiscal year containing unaudited interim financial information. Statements made in this Form 20-F about the contents of contracts or other documents are not necessarily complete and the Company refers you to the copy of such contracts or other documents filed as exhibits to this Form 20-F. The Company's SEC filings, and the exhibits thereto, are available for inspection and copying at the public reference facilities maintained by the Securities and Exchange Commission at 100 F Street N.E., Washington, D.C., 20549. Copies of these filings may be obtained from these offices after the payment of prescribed fees. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference rooms. These filings are also available on the Securities and Exchange Commission's website atwww.sec.gov.ca The Company isrequired to file reports and other information with Canadian provincial securities commissions. Interested parties are invited to read and copy any reports, statements or other information, other than confidential filings, that the Company with provincial securities commissions. These filings are also available electronically from the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) (http://www.sedar.com), the Canadian equivalent of the SEC's electronic document gathering and retrieval system. The Company will provide its shareholders with proxy statements prepared according to Canadian law. As a Canadian company, the Company is exempt from the Exchange Act rules prescribing the furnishing and content of proxy statements to shareholders and is also exempt from the short-swing profit recovery and disclosure regime of Section 16 of the Exchange Act. Copies of proxy statements may be obtained by providing requests to us at the following address: World Ventures Inc. 102 Piper Crescent, Nanaimo, BC, Canada, V9T 3G3. I.
     Subsidiary Information
  This item is not applicable. ITEM 11
     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  The Company has not entered into any activities in derivative financial instruments or derivative commodity instruments. The Company's financial assets are in the form of cash and cash equivalents held at institutions with high credit quality ratings. As a Canadian Company, World Ventures Inc.'s cash balances are kept primarily in Canadian funds, revenues are negotiated in Canadian dollars and expenses are predominately in Canadian dollars. The Company does have limited exposure to foreign exchange risk, but this is restricted to payment of current trade accounts payable in US Dollars where most of the Company's cash assets are denominated in Canadian Dollars. Therefore, the Company believes it is exposed to only minimal exchange rate risk. The Company considers the amount of risk to be manageable and does not currently, nor is likely in the foreseeable future, conduct hedging to reduce its exchange rate risk. ITEM 12
     DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  This item is not applicable. 45


---

ITEM 13
     DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  There have been no defaults in the payment of principal, interest or a sinking or purchase fund installment or any other material default related to indebtedness. There are no dividend arrearages or any other delinquencies with respect to any class of preferred stock. ITEM 14
     MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITYHOLDERS AND USE OF PROCEEDS
  There has been no modification of the instruments defining the rights of holders of any class of the Company's registered securities. There has been no modification or qualification of the rights evidenced by any class of the Company's registered securities by issuing or modifying any other class of securities. There are no assets securing any class of the Company's registered securities. There has been no change in the last financial year to the trustee of the Company's registered securities. ITEM 15
     CONTROLS AND PROCEDURES
  Disclosure Controls and Procedures A Disclosure Committee of World Ventures Inc. was appointed by the Board of Directors in 2006 to oversee the Company's disclosure activities and to assist the Board of Directors in fulfilling its responsibilities in this respect. The purpose of the Committee is to ensure that the Company implements and maintains internal procedures for the timely collection, evaluation and disclosure, as appropriate, of information potentially subject to public disclosure under the legal, regulatory and stock exchange requirements to which the Company is subject. The Committee's responsibilities include the following: review material developments and advise on the Company's disclosure obligations on a timely basis;advise on and discuss the timely review, publication and filing of periodic and current reports with the various parties involved, including the Chief Executive Officer and the Chief Financial Officer, and review that these reports do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;periodically review past disclosures contained in public filings and other public information and advise whether any updates or corrections are appropriate; andevaluate and advise on the effectiveness of the Company's internal and disclosure controls and procedures, including the steps that it deems necessary or desirable to effect compliance with those procedures. Under the supervision and with the participation of the Companys management, including its Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Companys disclosure controls and procedures were adequately designed and are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms. In addition, the Companys Chief Executive Officer and Chief Financial Officer have determined that the disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that are filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. There are inherent limitations as to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and circumvention or overriding of the controls or procedures. It should also be noted that the Company's internal controls and procedures will not prevent or detect all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Consequently, management applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. 46


---

Internal Disclosure Controls and Procedures The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Companys management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate the Companys internal control over financial reporting described below. The Companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management conducted an evaluation of the design and operation of the Companys internal control over financial reporting as of October 31, 2009 based on the criteria set forth in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Tread way Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that the Companys internal control over financial reporting was effective as of October 31, 2009 and no material weaknesses were discovered. The Company has evaluated the effectiveness of our disclosure controls and procedures and has concluded that they are effective to provide assurance that material information relating to the Company and its consolidated subsidiaries is made known to management and disclosed in accordance with applicable securities regulations. Attestation Report of the registered public accounting firm The report immediately preceding the Companys audited consolidated balance sheets as at October 31, 2008 and 2007 is incorporated by reference herein. Changes in Internal Control Over Financial Reporting There were no changes in the Company's internal controls over financial reporting or in other factors that could significantly affect these controls during the year ended October 31, 2008, or subsequent to the evaluation date identified in connection with the evaluation thereof by the Company's management including the Chief Executive Officer and Acting Chief Financial Officer, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. ITEM 16
     RESERVED BY THE SEC
  ITEM 16A
     AUDIT COMMITTEE FINANCIAL EXPERT
  The Board of Directors of World Ventures Inc. does not have an audit committee financial expert, as defined in Item 16A of Form 20-F and as defined by rules of the AMEX. ITEM 16B
     CODE OF CONDUCT
  The Company has not yet adopted a written code of ethics that meets the new United States' Sarbanes-Oxley standards. The Board believes that its existing standards and procedures are adequate for its purposes. The Company believes that its management structure and corporate culture effectively deter wrongdoing and promote honest and ethical conduct, full, fair and accurate, timely, and understandable disclosure in reports and documents, compliance with applicable governmental laws, rules and regulations, prompt internal reporting of unethical conduct and accountability for adherence to the conduct standards. The Company has a small number of employees and most of its officers are also directors, thus eliminating any split between the Companys management and the directors who are responsible to safeguard shareholder interests. As a result, the Company believes that the activities of the Companys officers, employees and other agents can be easily monitored by its directors, thus eliminating the need for a formal written code of ethics. 47


---

ITEM 16C
     PRINCIPAL ACCOUNTANT FEES AND SERVICES
  The following table sets forth, for each of the years indicated, the fees billed by World Ventures Inc.'s independent public accountants, and the percentage of the services that were approved by the Audit Committee. Year Ended October 312009
     
     2008Audit Fees
     $
     30,458
     $
     36,500Audit-related Fees
     
     0
     
     0Tax Fees
     
     -
     
     -All Other Fees
     
     -
     
     -Total
     $
     30,458
     $
     36,500
  Pre-Approval Policies and Procedures The Board of Directors has delegated certain responsibilities to the Audit Committee. The Audit Committee adopted an Audit Committee Charter that outlines its responsibilities including the pre-approval of audit and non-audit services rendered by the Company's independent public accountants. No issue regarding these services has arisen in the last two fiscal years. ITEM 16D
     **EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE** This item is not applicable. ITEM 16E
     PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS Neither the Company, nor any affiliated purchaser of the Company, has purchased any of the Company's securities during 2008. ITEM 17.
     FINANCIAL STATEMENTS
  PagesManagements Responsibility for Financial Reporting
     51Report of Independent Registered Public Accounting Firm (unavailable)Consolidated Balance Sheets for years ended October 31, 2009 and 2008
     52Consolidated Statements of Operations and Deficit for Three Years Ended October 31, 2009,2008 and 2007
     53Consolidate Statements Cash Flows for Three Years Ended October 31, 2009, 2008 and 2007
     54Notes to Consolidated Financial Statements
     55-79
  ITEM 18.
     CONSOLIDATED FINANCIAL STATEMENTS AND EXHIBITS
  This item is not applicable 48


---

ITEM 19.
     EXHIBITS
  EXHIBIT NO. 31.1
     Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
     Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
     Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
     Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  49


---

WORLD VENTURES INC.(An Exploration Stage Company) Consolidated Financial Statements 
October 31, 2009 and 2008(unaudited) Index
     PageManagements Responsibility for Financial Reporting
     51Report of Independent Registered Public Accounting Firm (unavailable)Consolidated Financial StatementsConsolidated Balance Sheets
     52Consolidated Statements of Operations and Deficit
     53Consolidated Statements of Cash Flows
     54Notes to Consolidated Financial Statements
     55 79
 50


---

MANAGEMENTS RESPONSIBILITY FOR FINANCIAL REPORTING The consolidated financial statements of World Ventures Inc. (An Exploration Stage Company) are the responsibility of the Companys management. The consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles and reflect managements best estimates and judgment based on information currently available. Management has developed and maintains a system of internal controls to ensure that the Companys assets are safeguarded, transactions are authorized and properly recorded and financial information is reliable. The Board of Directors is responsible for ensuring management fulfills its responsibilities. The Audit Committee reviews the results of the audit and the annual consolidated financial statements prior to their submission to the Board of Directors for approval. The consolidated balance sheets as at October 31, 2009 and 20087 and the consolidated statements of operations and deficit and cash flows for the years ended October 31, 2009, 2007 and 2006 have been audited by Smythe Ratcliffe LLP, Chartered Accountants, and their report outlines the scope of their examination and gives their opinion on the consolidated financial statements. /s/ Stewart A. Jackson
     
     /s/ Gary Van NormanStewart A. Jackson
     
     Gary Van NormanPresident and Chief Executive Officer
     
     Vice President and Chief Financial Officer
 Vancouver, Canada 
May 15, 2009 51


---

WORLD VENTURES INC.(An Exploration Stage Company)Consolidated Balance SheetsAs at October 31Unaudited
  2009
     
     
     2008Assets(note 3)CurrentCash
     $
     1,071
     
     $
     410Accounts receivable (note 10)
     
     2,931
     
     
     4,6664,002
     
     
     5,076Deposit(note 9(b))
     
     14,000
     
     
     14,000Equipment(note 6)
     
     615
     
     
     769Resource Properties(notes 7 and 10)
     
     630,144
     
     
     480,724$
     648,761
     
     $
     500,569LiabilitiesCurrentAccounts payable and accrued liabilities (notes 3, 8 and 10)
     $
     482,147
     
     $
     290,906Shareholders EquityCapital Stock(note 9(b))
     
     8,321,285
     
     
     8,167,130Contributed Surplus(note 9(f))
     
     613,097
     
     
     613,097Deficit
     
     (8,767,768
     )
     
     (8,570,564
     )166,614
     
     
     209,663$
     648,761
     
     $
     500,569
 Going Concern (note 2) 
Contingencies (note 14) 
Subsequent Events (note 15) Approved on behalf of the Board: /s/ Stewart A. Jackson
     DirectorStewart A. Jackson/s/ Gary Van Norman
     DirectorGary Van Norman
  See notes to consolidated financial statements.
     52


---

WORLD VENTURES INC.(An Exploration Stage Company)Consolidated Statements of Operations, Comprehensive Loss and DeficitYears Ended October 31Unaudited
  2009
     
     
     2008
     
     
     2007ExpensesTravel and promotion (note 10(e))
     $
     35,893
     
     $
     68,380
     
     $
     25,547Stock-based compensation (note 9)
     
     0
     
     
     60,156
     
     
     171,470Accounting and administration
     
     51,826
     
     
     54,783
     
     
     47,323Professional fees
     
     40,083
     
     
     53,869
     
     
     19,973Consulting fees (note 10(a))
     
     16,500
     
     
     37,451
     
     
     4,500Shareholder communications (note 10(b))
     
     0
     
     
     30,000
     
     
     0Filing fees
     
     12,570
     
     
     12,555
     
     
     7,814Rent (note 10(c))
     
     12,000
     
     
     12,000
     
     
     12,000Office
     
     6,654
     
     
     7,758
     
     
     21,882Interest and bank charges
     
     7,429
     
     
     6,385
     
     
     5,668Telephone and fax
     
     10,236
     
     
     6,319
     
     
     3,627Vehicle and fuel
     
     261
     
     
     1,169
     
     
     413Amortization
     
     154
     
     
     257
     
     
     256Loss Before Other Items
     
     (193,606
     )
     
     (351,082
     )
     
     (320,473
     )Other ItemsWrite-off of accounts payable (note 14)
     
     0
     
     
     15,094
     
     
     0Write-down of resource properties (note 7)
     
     (3,598
     )
     
     (57,235
     )
     
     0Net Loss and Comprehensive Loss for the Year
     
     (197,204
     )
     
     (393,223
     )
     
     (320,473
     )Deficit, Beginning of Year
     
     (8,570,564
     )
     
     (8,177,341
     )
     
     (7,856,868
     )Deficit, End of Year
     $
     (8,767,768
     )
     $
     (8,570,564
     )
     $
     (8,177,341
     )Loss per Share, basic and diluted
     $
     (0.01
     )
     $
     (0.02
     )
     $
     (0.02
     )Weighted Average Number of Common Shares Outstanding
     
     22,650,620
     
     
     18,454,883
     
     
     15,992,182
  See notes to consolidated financial statements.
     53


---

WORLD VENTURES INC.(An Exploration Stage Company)Consolidated Statements of Cash FlowsYears Ended October 31Unaudited
  2009
     
     
     2008
     
     
     2007Operating ActivitiesNet loss
     $
     (197,204
     )
     $
     (393,223
     )
     $
     (320,473
     )Items not involving cashStock-based compensation
     
     0
     
     
     60,156
     
     
     171,470Write-off of accounts payable
     
     0
     
     
     (15,094
     )
     
     0Write-down of resource properties
     
     0
     
     
     57,235
     
     
     0Write-down of equipment
     
     0
     
     
     0
     
     
     0Amortization
     
     154
     
     
     257
     
     
     256(197,050
     )
     
     (290,669
     )
     
     (148,747
     )Changes in non-c4ash working capitalAccounts receivable
     
     1,735
     
     
     568
     
     
     (2,549
     )Accounts payable and accrued liabilities
     
     191,241
     
     
     104,281
     
     
     34,918Cash Used in Operating Activities
     
     (4,074
     )
     
     (185,820
     )
     
     (116,378
     )Investing ActivityExpenditures on resource properties
     
     (149,420
     )
     
     (105,949
     )
     
     (107,291
     )Financing ActivityProceeds from private placements
     
     154,155
     
     
     165,841
     
     
     332,904Inflow (Outflow) of Cash
     
     661
     
     
     (125,928
     )
     
     109,235Cash, Beginning of Year
     
     410
     
     
     126,338
     
     
     17,103Cash, End of Year
     $
     1,071
     
     $
     410
     
     $
     126,338Supplemental Information for Investing and Financing ActivitiesBifurcation of the units (notes 9(b) and 9(c))
     $
     0
     
     $
     58,418
     
     $
     0Common shares issued for settlement ofaccounts payable (note 9(b))
     $
     0
     
     $
     70,614
     
     $
     37,096Common shares issued as deposit for accounts payable (note 9(b))
     $
     0
     
     $
     14,000
     
     $
     0Supplemental Cash Flow InformationInterest paid
     $
     1,265
     
     $
     282
     
     $
     540Income taxes paid
     $
     0
     
     $
     0
     
     $
     0
  See notes to consolidated financial statements.
     54


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  1.
     OPERATIONS
 World Ventures Inc. (the Company) was incorporated under the laws of the province of British Columbia, Canada. It is an exploration stage company, whose principal business activities include the exploration of natural resource properties. It has not been determined whether its properties contain ore reserves that are economically recoverable. The Company has not earned revenues from its mineral properties. 2.
     GOING CONCERN
 These financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles (GAAP) on a going concern basis, which assumes that the Company will realize its assets and discharge its liabilities in the normal course of business. Several adverse conditions cast substantial doubt on the validity of the going concern assumption. The Company has incurred significant operating losses (2009 - $ 197,204; 2008 -$393,223; 2007 - $320,473) and has an accumulated deficit of $8,767,768 (2008 - $8,570,564) and a working capital deficiency of $478,145 (2008 - $285,830) at October 31, 2009. The Company's ability to continue as a going concern is dependent upon its ability to secure additional financing on a timely basis, receive cooperation from its creditors and achieve sufficient cash flows to cover obligations and expenses. The outcome of these matters cannot be predicted at this time. The Company currently has some long outstanding amounts owed to creditors which have gone to collection agencies. The Company owes the British Columbia government for corporation capital tax (note 3), which has interest accruing on a monthly basis. Additionally the court order requirement to repurchase shares as mentioned in note 9(e) is still incomplete. The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The investment in and expenditures on resource properties comprise substantially all of the Company's assets. The Company has no source of revenue, and has significant cash obligations to meet its administrative overhead, maintain its resource properties and continue exploration activities. The recoverability of amounts shown for resource properties is dependent on several factors. These include the discovery of economically recoverable reserves, the ability of the Company to raise the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of resource properties. The carrying value of the Companys resource properties does not reflect current or future values. These financial statements do not give effect to any adjustments to the amounts and classifications of assets and liabilities, which might be necessary should the Company be unable to continue operations as a going concern. 3.
     CHARGE ON ASSETS
 A charge has been placed over all the assets of the Company as security for unpaid British Columbia corporation capital tax amounting to approximately $ 108,446 (2008 - $102,567), including interest, as at October 31, 2009. This amount is included in accounts payable (note 8). See notes to consolidated financial statements.
     55


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  4.
     SIGNIFICANT ACCOUNTING POLICIES
  (a)
     Principles of consolidation
 These financial statements include the accounts of the Company and its integrated wholly-owned subsidiary, World Ventures (Nevada) Inc. All inter-company balances and transactions have been eliminated. (b)
     Basis of presentation
 These financial statements are prepared in accordance with Canadian 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, as described in note 13. (c)
     Use of estimates
 The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of estimates include the rates of amortization of equipment, the recovery of resource property interests, asset retirement obligations (ARO), the assumptions used in the determination of the fair value of stock-based compensation and warrants, allocation of proceeds for units between common shares and warrants, the determination of the valuation allowance for future income tax assets, and accrued liabilities. Management believes the estimates are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows. (d)
     Equipment
 Equipment is recorded at cost less amortization. Amortization of machinery and equipment is calculated at 20% per annum using the declining-balance method. (e)
     Resource properties
 The Company capitalizes all costs related to investments in resource properties on a property-by-property basis. Such costs include property acquisition costs and exploration expenditures, net of any recoveries. Costs are deferred until such time as the extent of mineralization has been determined and resource property interests are either developed or the Companys mineral rights are allowed to lapse. All deferred resource property expenditures are reviewed, on a property-by-property basis, to consider whether there are any conditions that may indicate impairment. When the carrying value of a property exceeds its net recoverable amount as estimated by quantifiable evidence of an economic geological resource or reserve, or the ability to sell the property for an amount exceeding the deferred costs, a provision is made for the impairment in value. See notes to consolidated financial statements.
     56


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  4.
     SIGNIFICANT ACCOUNTING POLICIES(Continued)
  (e)
     Resource properties (continued)
 The amounts shown for acquisition costs and deferred exploration expenditures represent costs incurred to date and do not necessarily reflect present or future values. These costs will be depleted over the useful lives of the properties upon commencement of commercial production or written-off if the properties are abandoned or the claims allowed to lapse. From time to time the Company may acquire or dispose of a resource property interest pursuant to the terms of an option agreement. As the options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded. Option payments are recorded as property costs or recoveries when the payments are made or received. When the amount of recoveries exceeds the total amount of capitalized costs of the property, the amount in excess of costs is credited to income. (f)
     Asset retirement obligations
 The Company recognizes an estimate of the liability associated with an ARO in the financial statements at the time the liability is incurred. The estimated fair value of the ARO is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The capitalized amount will be depleted on a straight-line basis over the estimated life of the asset. The liability amount will be increased each reporting period due to the passage of time and the amount of accretion will be charged to operations in the period. The ARO can also increase or decrease due to changes in the estimates of timing of cash flows or changes in the original estimated undiscounted cost. Actual costs incurred upon settlement of the ARO are charged against the ARO to the extent of the liability recorded. At present the Company has determined that it has no material AROs to record in the financial statements. (g)
     Income taxes
 The Company follows the asset and liability method of accounting for income taxes. Under this method of tax allocation, future income tax assets and liabilities are determined based on differences between the financial statement carrying values and their respective income tax basis (temporary differences). Future income tax assets and liabilities are measured using the tax rates expected to be in effect when the temporary differences are likely to reverse. The effect on future income tax assets and liabilities of a change in tax rates is included in operations in the period in which the change is enacted or substantively enacted. The amount of future income tax assets recognized is limited to the amount of the benefit that is, more likely than not, to be realized. See notes to consolidated financial statements.
     57


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  4.
     SIGNIFICANT ACCOUNTING POLICIES(Continued)
  (h)
     Stock-based compensation
 The Company accounts for stock-based compensation using a fair value based method with respect to all stock-based payments to directors, employees and non-employees. For directors and employees, the fair value of the options is measured at the date of grant. For non-employees, the fair value of the options is measured on the earlier of the date at which the counterparty performance is complete or the date the performance commitment is reached or the date at which the equity instruments are granted if they are fully vested and non-forfeitable. For directors, employees and non-employees, the fair value of the options is accrued and charged to operations, with the offset credit to contributed surplus, over the vesting period. If and when the stock options are exercised, the applicable amounts of contributed surplus are transferred to capital stock. (i)
     Loss per share
 Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the period. The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method the dilutive effect on earnings per share is calculated presuming the exercise of outstanding options, warrants and similar instruments. It assumes that the proceeds of such exercise would be used to repurchase common shares at the average market price during the period. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive. (j)
     Financial instruments
 All financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for-trading, available-for-sale or other financial liabilities. Financial assets and liabilities classified as held-for-trading are measured at fair value with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method. Financial instruments classified as available-for-sale are measured at fair value with unrealized gains and losses recognized in other comprehensive income (loss) and reported in shareholders' equity. Any financial instrument may be designated as held-for-trading upon initial recognition. When a decline in the fair value of an available-for-sale financial asset has been recognized in comprehensive income, and there is objective evidence that the impairment is other than temporary, the cumulative loss that had been previously recognized in accumulated other comprehensive income is removed from accumulated other comprehensive income and recognized in net income even though the financial asset has not been derecognized. Transaction costs that are directly attributable to the acquisition or issue of financial instruments that are classified as other than held-for-trading, which are expensed as incurred, are included in the initial carrying value of such instruments. Comprehensive income or loss is defined as the change in equity from transactions and other events from sources other than the Company's shareholders that are excluded from the calculation of net income (loss) calculated in accordance with Canadian GAAP. The Company has no items of other comprehensive income in any period presented. Therefore, net loss as presented in the Companys consolidated statements of operations equals comprehensive loss. See notes to consolidated financial statements.
     58


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  4.
     SIGNIFICANT ACCOUNTING POLICIES(Continued)
  (k)
     Warrants
 The proceeds from the issuance of units are allocated between common shares and common share purchase warrants on a pro-rata basis based on relative fair values using the market trading price and the Black-Scholes option pricing model for the common shares and warrants respectively. (l)
     Foreign currency transactions
 The functional currency of the Company is the Canadian dollar. Amounts recorded in foreign currency are translated into Canadian dollars as follows: (i)
     Monetary assets and liabilities, at the rate of exchange in effect at the balance sheet date;(ii)
     Non-monetary assets and liabilities, at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities; and(iii)
     Expenses, at the exchange rate prevailing at the time of the transaction. Gains and losses arising from the translation are included in net loss for the year. (m)
     Adoption of new accounting standards
 Effective November 1, 2007, the Company adopted the following standards of the Canadian Institute of Chartered Accountants (CICA) Handbook. (i)
     Capital Disclosures
 Section 1535 establishes standards for disclosing information about an entitys capital and how it is managed. The entitys disclosure should include information about its objectives, policies and processes for managing capital and disclose whether it has complied with any capital requirements to which it is subject and the consequences of non-compliance. Other than the additional disclosure presented in note 12, this section does not significantly affect the consolidated financial statements of the Company. (ii)
     Financial Instruments  Disclosures and Financial Instruments  Presentation
 Section 3862, Financial Instruments  Disclosures, and Section 3863, Financial Instruments  Presentation, replace Handbook Section 3861, Financial Instruments  Disclosures and Presentation, revising its disclosure requirements, and carrying forward its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks. Section 3862 specifies disclosures that enable users to evaluate: (i) the significance of financial instruments for the entity's financial position and performance; and (ii) the nature and extent of risks arising from financial instruments to which the entity is exposed and how the entity manages those risks. Other than the additional disclosure presented in note 5, adoption of these standards does not significantly affect the consolidated financial statements ofthe Company. See notes to consolidated financial statements.
     59


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  4.
     SIGNIFICANT ACCOUNTING POLICIES(Continued)
  (m)
     Adoption of new accounting standards (continued)
  (iii)
     Amendments to Section 1400  Going Concern
 CICA Section 1400, General Standards of Financial Statement Presentation, was amended to include requirements to assess and disclose an entity's ability to continue as a going concern. When financial statements are not prepared on a going concern basis, that fact shall be disclosed together with the basis on which the financial statements are prepared and the reason why the company is not considered a going concern. The Companys accounting policies were already in accordance with the requirements of the amended section and there was no effect on the Companys consolidated financial statements. (n)
     Future accounting changes
  (i)
     International Financial Reporting Standards (IFRS)
 In 2006, the Canadian Accounting Standards Board ("AcSB") published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that January 1, 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada's own GAAP. The IFRS standards will be effective for the Company for interim and fiscal period reporting commencing November 1, 2011. The effective date will require the restatement for comparative purposes of amounts reported by the Company for the interim periods and for the year ended October 31, 2011. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time. (ii)
     Business Combinations
 In January 2009, the CICA issued Section 1582, Business Combinations, Section 1601, Consolidations, and Section 1602, Non-Controlling Interests. These sections replace the former Section 1581, Business Combinations, and Section 1600, Consolidated Financial Statements, and establish a new section for accounting for a non-controlling interest in a subsidiary. Sections 1582 and 1602 will require net assets, non-controlling interests and goodwill acquired in a business combination to be recorded at fair value and non-controlling interests will be reported as a component of equity. In addition, the definition of a business is expanded and is described as an integrated set of activities and assets that are capable of being managed to provide a return to investors or economic benefits to owners. Acquisition costs are not part of the consideration and are to be expensed when incurred. Section 1601 establishes standards for the preparation of consolidated financial statements. These new sections apply to interim and annual consolidated financial statements of the Company beginning November 1, 2011. Earlier adoption of these sections is permitted as of the beginning of the 2009 fiscal year. All three sections must be adopted concurrently. The Company will assess the impact of these new sections on its consolidated financial statements at the time of a future business combination, if any. See notes to consolidated financial statements.
     60


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  4.
     SIGNIFICANT ACCOUNTING POLICIES(Continued)
  (n)
     Future accounting changes (continued)
  (iii)
     Goodwill and Intangible Assets
 In February 2008, the CICA issued Handbook Section 3064, Goodwill and Intangible Assets, replacing Section 3062, Goodwill and Other Intangible Assets, and Section 3450, Research and Development Costs. These sections establish standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. The new section is effective for the Company November 1, 2008. The Company is in the process of assessing the impact of this new section on its consolidated financial statements. (iv)
     Credit Risk and the Fair Value of Financial Assets and Financial Liabilities
 In January 20, 2009, the Emerging Issues Committee (EIC) of the CICA issued EIC-173, Credit Risk and the Fair Value of Financial Assets and Financial Liabilities, which clarifies that an entity's own credit risk and the credit risk of the counterparty should be taken into account in determining the fair value of financial assets and liabilities, including derivative instruments. EIC-173 is to be applied retrospectively without restatement of prior periods in interim and annual financial statements for periods ending on or after the date of issuance of EIC-173. The Company will adopt this recommendation in its fair value determinations for its fiscal year ending October 31, 2009. (v)
     Mining Exploration Costs
 In March 2009, the EIC issued EIC-174, Mining Exploration Costs, which provides guidance on capitalization of exploration costs related to mining properties. It also provides guidance for development and exploration stage entities that cannot estimate future cash flows from its properties in assessing whether impairment in such properties is required. EIC-174 also provides additional discussion on recognition for long-lived assets. EIC-174 is to be applied retrospectively without restatement of prior periods in interim and annual financial statements for periods ending on or after the date of issuance of EIC-174. The Company will adopt this recommendation for its fiscal year ending October 31, 2009. See notes to consolidated financial statements.
     61


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  5.
     FINANCIAL INSTRUMENTS
 The Company has classified its cash as held-for-trading, accounts receivable as loans and receivables and accounts payable and accrued liabilities as other financial liabilities. The carrying values of cash, accounts receivable and accounts payable and accrued liabilities approximate their fair values due to their short-term maturity of these financial instruments. The Company's risk exposure and the impact on the Company's financial instruments are summarized below: (a)
     Credit risk
 Credit risk is the risk the Company will face a financial loss from not being able to collect or access their financial assets. The Company is not exposed to significant credit risk on its financial assets. (b)
     Liquidity risk
 Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Companys approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet liabilities when due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. The Companys objective is to maintain sufficient cash to meet the Companys business requirements; however, at October 31, 2009, the cash balance of $1,071 is insufficient to meet the Companys immediate needs. Therefore, the Company will be required to raise additional capital or sell one or more of its resource properties in order to fund its operations for 2009. At October 31, 2009, the Company had accounts payable and accrued liabilities of $482,147 (2008 -$290,206), which are all payable within six months. (c)
     Market risk
 Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk, and other price risk. (i)
     Interest rate risk
 Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk due to the short-term nature of its monetary assets and liabilities; however, it is subject to interest rate risk to the extent of changes in the prescribed interest rate charged by the Minister of Finance (note 3). See notes to consolidated financial statements.
     62


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  1.
     FINANCIAL INSTRUMENTS(Continued)
  (c)
     Market risk (continued)
  (ii)
     Foreign currency risk
 The Company is exposed to foreign currency risk to the extent that certain assets, and the commitments related to those assets, are denominated in foreign currencies. Changes in these foreign exchange rates will result in an increase or decrease in future cash outflows. The Company has not entered into any foreign currency contracts to mitigate this risk. As at October 31, 2009, the Company is committed, via its Lapon property option agreement (note 7(a)), to making monthly payments of US $4,500 totalling US $54,000 for the year. The Companys sensitivity analysis suggests that a consistent 10% change in the absolute rate of exchange in United Stated dollars, the foreign currency for which the Company has future commitments, would lead to a change in cash flows of US $5,400 for the Company. (iii)
     Other price risk
 Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from interest rate risk, foreign exchange risk or commodity price risk. The Company has no financial instruments exposed to such risk. 6.
     EQUIPMENT
  2009AccumulatedCost
     
     Amortization
     
     NetMachinery
     $
     5,671
     $
     5,243
     $
     428Equipment
     
     967
     
     780
     
     187$
     6,638
     $
     6,023
     $
     615
  2008AccumulatedCost
     
     Amortization
     
     NetMachinery
     $
     5,671
     $
     5,136
     $
     535Equipment
     
     967
     
     733
     
     234$
     6,638
     $
     5,869
     $
     769
  See notes to consolidated financial statements.
     63


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  7.
     RESOURCE PROPERTIES
  CrystalLapon
     
     Guanacaste
     
     Triton
     
     
     Springs
     
     
     Gladiator
     
     
     Totals(note 7(a))
     
     (note 7(b))
     
     (note 7(d))
     
     
     (note 7(e))
     
     
     (note7(f))Balance, October 31, 2007
     $
     402,475
     $
     1
     $
     4,172
     
     $
     16,732
     
     $
     8,630
     
     $
     432,010Insurance
     
     5,965
     
     0
     
     0
     
     
     0
     
     
     0
     
     
     5,965Legal
     
     3,524
     
     0
     
     766
     
     
     957
     
     
     2,657
     
     
     7,904Consulting
     
     12,266
     
     0
     
     3,991
     
     
     5,461
     
     
     9,869
     
     
     31,587Lease and supplies
     
     56,493
     
     0
     
     0
     
     
     4,000
     
     
     0
     
     
     60,493Net expenditures for the year
     
     78,248
     
     0
     
     4,757
     
     
     10,418
     
     
     12,526
     
     
     105,949Write-off of properties
     
     0
     
     0
     
     (8,929
     )
     
     (27,150
     )
     
     (21,256
     )
     
     (57,235
     )Balance, October 31, 2008
     
     480,723
     
     1
     
     0
     
     
     0
     
     
     0
     
     
     480,724Insurance
     
     1,500
     
     0
     
     0
     
     
     0
     
     
     0
     
     
     1,500Filing fees
     
     0
     
     0
     
     0
     
     
     0
     
     
     0
     
     
     0Legal
     
     7,137
     
     0
     
     0
     
     
     373
     
     
     2,833
     
     
     10,343Consulting
     
     33,000
     
     0
     
     16,590
     
     
     0
     
     
     0
     
     
     49,590Lease and supplies
     
     69,993
     
     0
     
     10,000
     
     
     4,000

     
     
     0
     
     
     83,993Travel
     
     4,015
     
     0
     
     2,812
     
     
     0
     
     
     
     
     
     6,827Write-off of properties
     
     0
     
     0
     
     0
     
     
     0
     
     
     (2,833
     )
     
     (2,833
     )Net expenditures for the year
     
     115,645
     
     0
     
     29,402
     
     
     4,373
     
     
     0
     
     
     149,420Balance, October 31, 2009
     $
     596,368
     $
     1
     $
     29,402
     
     $
     4,374
     
     $
     0
     
     $
     630,144
 Ownership in mineral interests involves certain inherent risks due to the difficulties of determining the validity of certain claims, as well as the potential for problems arising from the frequent, ambiguous conveyance history characteristics of mineral interests. The Company has investigated ownership of its mineral interests and to the best of its knowledge ownership of its interests are in good standing. (a)
     Lapon Canyon, Nevada, USA
 In 2002, the Company entered into a lease purchase agreement to acquire the right to explore, develop and mine a property located in Mineral County, Nevada, USA (the "Property"). The initial lease term was five years and could be extended for an additional five years, and for as long thereafter as minerals are mined and produced from the Property. Upon commencing production of valuable minerals from the Property, the Company will pay the lessor a royalty on production equal to 4% of net smelter returns (NSR). In January 2007, an Amendment Agreement Letter amended the term of the lease to automatically extend the lease for an additional five years to June 6, 2012. The amended minimum lease payment is US $4,500 per month from September 6, 2007 through the sixth day of each month thereafter (paid to May 2010). The lessor also granted the Company the exclusive right and option to purchase the Property for US $1,250,000 or 50% of the unpaid balance at any time during the initial or extended terms of the lease. Upon exercise of this option by the Company, the lessor will transfer the Property to the Company with a reserved royalty on production equal to a 0.5% NSR. See notes to consolidated financial statements.
     64


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  7.
     RESOURCE PROPERTIES(Continued)
  (a)
     Lapon Canyon, Nevada, USA (continued)
 On July 31, 2005, the Company applied to the Regional Office of The Bureau of Land Management for permits to carry out its exploration program on the Lapon Canyon gold project. The Company received approval on September 16, 2005 and was required to post a reclamation bond in the amount of US $2,500. On March 27, 2006, the Company retained a consultant to oversee underground exploration and sampling activities. On April 9, 2009, the Company entered into a letter of intent to option up to 50% of the ownership interest in the Lapon Canyon property to an unrelated third party. The optionee can earn a 20% interest in the property by paying the Company $100,000 within 7 days of the execution of the letter of intent. The optionee can earn the additional 30% interest by making exploration expenditures of $650,000 within two years of the letter of intent within the context of the exploration program of the Company. The letter of intent did not progress to an agreement and this business arrangement is no longer in effect. (b)
     Guanacaste, Costa Rica
 Pursuant to an option agreement dated October 23, 1995 and amended February 27, 1996, 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. The Company wrote down its investment of $395,496 in the property during 2003 and is holding the rights for future use. There were no expenditures in 2009, 2008, or 2007 for this property. (c)
     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 has a 90% ownership interest in Pan-Oro S.A., an inactive Panamanian corporation. As at October 31, 2009, the Company is not actively exploring this property. There were no expenditures on the property in 2009, 2008, or 2007. (d)
     Triton, Ontario, Canada
 On June 3, 2009, the Company entered into option to purchase agreement with Canadian Prospecting Ventures Inc. and Skead Holdings Ltd for a total 100% interest in right, title and interest in and to the property located in MacMurchy Township of the Lardev Lake Mining Division, Ontario, subject to a 1% NSR payable to Canadian Prospecting Ventures Inc.and Skead Holdings Ltd. In consideration for the purchase of the property, the option to purchase agreement initial payment of a sum of $10,000 and the issuance of 250,000 common shares of the Company upon execution of the agreement; and the payment of an additional 20,000 and the issuance of 250,000 common shares on the Company on the first anniversary of the purchase agreement. The Company may re-purchase a 3⁄4% NSR from the vendors in consideration of $500,000. See notes to consolidated financial statements.
     65


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  7.
     RESOURCE PROPERTIES(Continued)
  (d)
     Triton, Ontario, Canada (continued)
 In addition, the property is also subject to a 1% NSR payable to Teck Cominco Limited. In March 2009, the Companys 100% interest in certain mineral lease claims in MacMurchy Township of the Lardev Lake Mining Division, Ontario, lapsed, and the Company had written-off its investment of $8,929 in the mineral lease claims in this property in 2008. (e)
     Crystal Springs, Saskatchewan, Canada
 In April 2006, the Company acquired over 57,000 acres (23,700 hectares) of mineral rights near Fort a la Corne, Saskatchewan, Canada, from Saskatchewan Mineral Claims and private mineral rights. Of the 57,000 acres, approximately 640 acres were private minerals rights. The Company entered into a lease purchase agreement dated July 1, 2005 to acquire the right to explore, develop and mine a property located in the vicinity of Fort a la Corne, Saskatchewan, Canada (Crystal Springs Property). The initial lease term is ten years with the first payment of $2,000 upon execution of the agreement on March 31, 2006 and an annual sum of $4,000. The Company has an option to purchase the Crystal Springs Property upon commercial development. Upon commencing mining operations on the Property, the Company will pay the vendors a royalty on production equal to 5% of net profits and $4,000 per annum. The annual payment of $4,000 is currently unpaid as at June 14, 2010. The Saskatchewan Mineral Claims require expenditures of $12 per hectare for years 2 to 10 to maintain mineral claims in good standing. While the claims remain active and in good standing, the Company had written-off its investment of $27,150 in October 31, 2008 as no exploration activities are planned for 2009. Future work on this property is subject to the availability of financing. (f)
     Gladiator, Arizona, USA
 On April 11, 2007, the Company entered into a letter of intent to purchase 100% of the issued and outstanding shares of Nor-Quest Arizona Inc., an Arizona corporation. Nor-Quest Arizona has title to 170 acres within the Prescott National Forest in the state of Arizona. The letter of intent expired March 31, 2009, without the Company closing a purchase agreement and the Company has written-off its investment of $21,156 at October 31, 2008. (g)
     Kootenay, British Columbia, Canada
 In prior years the Company sold its 100% working interest in the Jersey-Emerald mineral claims located in the Nelson Mining Division, Kootenay, British Columbia, Canada (Jersey-Emerald Property). The Company retained a 1.5% NSR in the Jersey-Emerald Property. The Company has not received any payments from the NSR to date. See notes to consolidated financial statements.
     66


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  8.
     ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
  2009
     
     2008Trade payables and accruals
     $
     291,479
     $
     108,430Capital taxes payable (note 3)
     
     108,446
     
     102,567Obligation to redeem shares (note 9(e))
     
     60,000
     
     60,000Due to related parties (note 10)
     
     22,222
     
     19,909$
     482,147
     $
     290,906
  9.
     CAPITAL STOCK
  (a)
     Authorized
 50,000,000 common shares without par value (b)
     Issued and outstanding
  Numberof Shares
     
     AmountBalance, October 31, 2007
     
     16,866,154
     $
     7,975,093Settlement of share subscriptions
     
     825,000
     
     0Issue of common shares for cash
     
     1,555,912
     
     107,422Issue of common shares for settlement of debt
     
     706,142
     
     70,615Issue of common shares as security for amounts payable
     
     100,000
     
     14,000Balance, October 31, 2008
     
     20,053,208
     
     8,167,130Issue of common shares for cash
     
     6,750,000
     
     135,000Issue of common shares for settlement of debt
     
     957,768
     
     19,155Balance, October 31, 2009
     
     27,760,976
     $
     8,321,285
 In April 2010, the Company completed non-brokered private placements to issue 1,500,000 units at $0.02 per unit for proceeds of $30,000. Each unit is comprised of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share at a price of $0.03 per share in the first year and at price of $0.04 in the second year from the date of issue. In November 2009, the Company agreed to issue 250,000 shares pursuant to an option to purchase agreement for Triton Property. The vendors agreed upon an assigned value of $0.02 per share. On August 20, 2009, the Company extended the expiry date on 825,000 warrants to July 10, 2010.On August 20, 2009, the Company extended the expiry date on 1,000,000 warrants to November 19, 2010. The Company has granted a total of 1,150,000 stock options to its directors and officers. All options are exercisable at a price of $0.05 per share and an expiry date of August 14, 2014 See notes to consolidated financial statements.
     67


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  9.
     CAPITAL STOCK(Continued)
  (b)
     Issued and outstanding (continued)
 On March 18, 2009, the Company completed a non-brokered private placement of 6,750,000 units at a purchase price of $0.02 per unit for proceeds of $135,000. Each unit is comprised of one common share and one share purchase warrant exercisable for 24 months from closing. Each warrant entitles the holder to purchase one additional common share at a price of $0.04 per share for a period of two years from the date of issue. The net proceeds of $135,000 were allocated $87,902 to common shares and $47,098 to the warrants on a relative fair value basis. The company issued 441,000 common shares as finders fees. On February 18, 2009, the Company completed a nonbrokered private placement of 516,768 units at a purchase price of $0.02 per unit for settlement of debt of $10,335. Each unit is comprised of one common share and one share purchase warrant exercisable for 24 months from closing. Each warrant entitles the holder to purchase one additional common share at a price of $0.04 per share for a period of two years from the date of issue. The net proceeds of $10,335 were allocated $6,729 to common shares and $3,606 to the warrants on a relative fair value basis. In October 2008, the Company completed a non-brokered private placement of 546,065 units at $0.10 per unit. Each unit is comprised of one common share and one common share purchase warrant exercisable for 24 months at $0.20 per share. The net proceeds of $54,065 were allocated $35,203 to common shares and $19,404 to the warrants on a relative fair value basis. In September 2008, the Company completed a non-brokered private placement of 106,781 units at $0.10 per unit. Each unit is comprised of one common share and one common share purchase warrant exercisable for 24 months at $0.20 per share. The net proceeds of $10,678 were allocated $6,823 to common shares and $3,855 to the warrants on a relative fair value basis. In June 2008, the Company completed non-brokered private placements to issue 333,333 units at $0.15 per unit. Each unit is comprised of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share at a price of $0.30 per share for a period of two years from the date of issue. The Company issued 100,000 units on June 12, 2008 and the remaining of 233,333 shares on September 9, 2008 and 233,333 warrants on October 27, 2008. The proceeds of $50,000 were allocated $34,554 to common shares and $15,446 to the warrants on a relative fair value basis. The Company issued 8,000 common shares as finders fees. In February 2008, the Company completed non-brokered private placements to issue 561,733 units at $0.09 per unit. Each unit is comprised of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share at a price of $0.15 per share for a period of two years from the date of issue. The proceeds of $50,556 were allocated $30,843 to common shares and $19,713 to the warrants on a relative fair value basis. In August 2008, the Company agreed to issue 706,142 shares to certain creditors to settle accounts payable totalling $70,614. The Company and the creditors agreed upon an assigned value of $0.10 per share. Of the 706,142 shares issued 317,990 shares were issued to directors of the Company to settle debts of $31,799. See notes to consolidated financial statements.
     68


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  9.
     CAPITAL STOCK(Continued)
  (b)
     Issued and outstanding (continued)
 In November 2007, the Company issued 100,000 common shares as a deposit as security for certain accounts payable pursuant to a court settlement. The Company was required to make monthly payments of $1,000 for 14 months to settle certain accounts payable, and issued shares as security over the period the debt is to be repaid. Once the Company has extinguished the debt, the Company will cancel the shares. The shares of the Company are currently being held in trust by the lawyer of their creditor. In July 2007, the Company completed non-brokered private placements to issue 825,000 units at $0.20 per unit for proceeds of $165,000. Each unit is comprised of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share at a price of $0.30 per share for a period of two years from the date of issue. The shares were issued November 28, 2007. In February 2007, the Company completed non-brokered private placements and issued 580,000 units at $0.15 per unit for proceeds of $87,000. Each unit is comprised of one common share and one share purchase warrant, each warrant entitles the holder to purchase one additional common share at a price of $0.30 per share for a period of two years from the date of issue. In January 2007, the Company completed non-brokered private placements and issued 120,000 units at a purchase price of $0.15 per unit for proceeds of $18,000. Each unit is comprised of one common share and one share purchase warrant, each warrant entitles the holder to purchase one additional common share at a price of $0.30 per share for a period of two years from the date of issue. (c)
     Stock options
 The Company has not implemented a formal stock option plan. The following table summarizes the Company's stock option activity for the years ended October 31, 2009 and 2008: WeightedAverageNumber
     Exerciseof Options
     PriceBalance, outstanding and exercisable October 31, 2007
     1,300,000
     $ 0.25Granted
     1,700,000
     $ 0.12Cancelled
     (250,000)
     $ 0.25Balance, outstanding and exercisable October 31, 2008
     2,750,000
     $ 0.17Granted
     1,150,000
     $ 0.05Cancelled/Expired
     (1,050,000)
     $ 0.25Balance, outstanding and exercisable October 31, 2009
     2,850,000
     $ 0.09
  See notes to consolidated financial statements.
     69


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  9.
     CAPITAL STOCK(Continued)
  (d)
     Stock options (continued)
 Stock options to directors, officers and consultants outstanding and exercisable as at October 31, 2009 and 2008 were as follows: Grant Date
     Exercise
     Number of OptionsExpiry Date
     Fair Value
     Price
     2009
     2008July 4, 2009 (expired)
     $ 0.13
     $ 0.25
     0
     1,050,000February 17,2013
     $ 0.10
     $ 0.25
     250,000
     250,000October 29,2013
     $ 0.03
     $ 0.10
     1,450,000
     1,450,000August 14, 2014
     $ 0.03
     $ 0.05
     1,150,000
     1,450,000Total
     
     
     2,850,000
     2,750,000
 All options granted during 2009 and 2008 were fully vested at the time of their grant. (d)
     Share purchase warrants
 Share purchase warrants outstanding as at October 31, 2009, 2008 and 2007 were as follows: WeightedAverageNumber
     Exerciseof Warrants
     PriceBalance, outstanding and exercisable October 31, 2007
     3,775,000
     $ 0.28Issued
     1,547,912
     $ 0.20Balance, outstanding and exercisable October 31, 2008
     5,322,912
     $0.26Issued
     7,267,768
     $ 0.04Balance, outstanding and exercisable October 31, 2009
     12,589,680
     $ 0.12
  Exercise
     Number of WarrantsExpiry Date
     Price
     2009
     2008February 28, 2010
     $ 0.35
     1,250,000
     1,250,000November 19, 2010
     $ 0.15
     1,000,000
     1,000,000February 15, 2010
     $ 0.30
     700,000
     700,000November 28, 2010
     $ 0.30
     825,000
     825,000February 27, 2010
     $ 0.15
     561,733
     561,733June 12, 2010
     $ 0.30
     100,000
     100,000September 8, 2010
     $ 0.20
     106,781
     106,781October 27, 2010
     $ 0.30
     233,333
     233,333October 27, 2010
     $ 0.20
     546,065
     546,065June 4, 2011
     $ 0.04
     7,266,768
     0Total
     
     12,589,680
     5,322,912
  See notes to consolidated financial statements.
     70


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  9.
     CAPITAL STOCK(Continued)
  (e)
     Pursuant to a court judgment dated November 8, 2002, the Company was required to redeem 60,000 shares (300,000 shares prior to 1999 5:1 share consolidation) for $60,000 from a creditor.
 As of October 31, 2009, the 60,000 shares have not been redeemed and have been reclassified to accounts payable. (f)
     Contributed surplus
  Balance, October 31, 2007
     494,523Fair market value of warrants issued in 2008
     58,418Stock-based compensation for 2008
     60,156Balance, October 31, 2008
     613,097Stock-based compensation for 2008
     0Balance, October 31, 2009
     613,097
 The Company uses the Black-Scholes option pricing model to value stock options granted and share purchase warrants issued as part of unit offerings. The model requires management to make assumptions, which are subjective and may not be representative of actual results. Changes in assumptions can materially affect estimates of fair values. For the purposes of the calculation and disclosures for share options, the following weighted average assumptions were used: 2009
     2008Expected life (years)
     5
     2Interest rate
     2.86%
     4.69%Annualized volatility
     144%
     130%Dividend rate
     0.00
     0.00
 The stock-based compensation of $60,156 (2008 - $60,156; 2007 - $171,470) incurred was charged to operations. For the purposes of the calculation and disclosures for share purchase warrants, the following weighted average assumptions were used: Expected life (years)
     
     2Interest rate
     
     2.94%Annualized volatility
     
     140.57%Dividend rate
     
     0.00
  See notes to consolidated financial statements.
     71


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  10.
     RELATED PARTY TRANSACTIONS AND BALANCES
  (a)
     Consulting fees of $66,000 (2008 - $66,000; 2007 - $28,500) were paid to the President of the Company, of which $16,500 (2008 - $37,451; 2007 - $4,500) are included in consulting fees expense and $49,500 (2008 - $28,458; 2007 - $24,000) are included in resource properties.(b)
     No consulting fees (2008 - $30,000; 2007 - $nil) were paid to a director of the Company for investor relation services provided and were included in shareholder communications.(c)
     The Company was charged rent of $12,000 (2008 - $12,000; 2007 - $12,000) by an individual related to the past president and past director of the Company.(d)
     Stockbased compensation of $Nil (2008 - $60,156; 2007 - $164,875) was incurred by the Company in the issuance of stock options to directors and officers of the Company.(e)
     Travel of $ 30,950 (2008 - $65,108; 2007 - $22,794) was reimbursed to an officer, of the Company for expenses incurred as part of providing his services to the Company. These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. (f)
     Accounts receivable includes $665 (2008 - $665) due from a shareholder.(g)
     Accounts payable includes $ 22,222 (2008 - $19,909) due to an individual related to the past president and past director of the Company and $93,352 (2008 - $nil) due to president and officers of the Company.(h)
     During 2008, a shareholder advanced $98,107 (2008 - $33,508) of which all (2008 - all) was settled by the issuance of 72,000 (2008 - 335,075) common shares of the Company. The amounts due to and from related parties are unsecured and without interest or stated terms of repayment. 11.
     INCOME TAXES
 The reconciliation of income tax provision computed at effective statutory rates of 31.00% (2008  31.00%; 2007 - 34.12%) to the reported income tax provision is as follows: 2009
     
     
     2008
     
     
     2007Income tax benefit computed at Canadian statutory rate
     $
     (61,133
     )
     $
     (122,000
     )
     $
     (109,000
     )Tax effect of expenses that are not deductible (taxable)Write-down of resource properties
     
     0
     
     
     18,000
     
     
     0Stock-based compensation
     
     0
     
     
     19,000
     
     
     59,000Other
     
     0
     
     
     (3,000
     )
     
     2,000Effect of change in tax rate
     
     61,113
     
     
     291,000
     
     
     180,000Change in valuation allowance
     
     0
     
     
     (203,000
     )
     
     (132,000
     )Income tax provision
     $
     0
     
     $
     0
     
     $
     0
  See notes to consolidated financial statements.
     72


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  11.
     INCOME TAXES(Continued)
 Future income taxes reflect the tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The applicable tax rate to be expected is 26% (2008 - 26%). The components of future income tax assets at October 31, 2009 and 2008 are as follows: 2009
     
     
     2008Future income tax assetsTax value over book value of resource properties
     $
     813,000
     
     $
     774,000Tax value over book value of property and equipment
     
     9,000
     
     
     9,000Non-capital loss carry-forwards
     
     290,000
     
     
     730,0001,112,000
     
     
     1,513,000Valuation allowance
     
     (1,112,000
     )
     
     (1,513,000
     )Future income tax assets
     $
     0
     
     $
     0
 The valuation allowance reflects the Company's estimate that the future income tax assets are not more likely than not to be realized. The Company has estimated operating losses that may be carried forward to apply against future years income for Canadian income tax purposes. These losses expire as follows: Available to
     
     Amount2010
     
     48,0002011
     
     112,0002015
     
     172,0002026
     
     163,0002027
     
     143,0002028
     
     285,0002029
     
     191,000$
     1,114,000
  12.
     CAPITAL MANAGEMENT
 The Company is an exploration stage company and this involves a high degree of risk. The Company has not determined whether its properties contain economically recoverable reserves of ore and currently has not earned any revenues from its resource properties and, therefore, does not generate cash flows from operations. The Company's primary source of funds comes from the issuance of share capital. The Company considers common shares to be the capital of the Company and has issued $ 8,321,285 (2008 - $8,167,130) to October 31, 2009. The Company does not use other sources of financing that require fixed payments of interest and principal due to lack of cash flow from current operations and is not subject to any externally imposed capital requirements, other than as disclosed in note 3. See notes to consolidated financial statements.
     73


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  12.
     CAPITAL MANAGEMENT(Continued)
 The Companys objectives of capital management are intended to safeguard its ability to meet normal operating requirements on an ongoing basis and continue the exploration of its resource properties. To effectively manage the Companys capital requirements, the Company has in place a planning process to determine the funds required to ensure appropriate liquidity to meet its operating and growth objectives. The Company monitors actual expenses on all exploration projects and overhead to manage costs, commitments and exploration activities. The Company relies on equity financing to fund its operations and exploration programs. Although the Company has been successful at raising funds in the past through the issuance of share capital there can be no assurance that it will be able to do so in the future. 13.
     DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GAAP
  (a)
     Recent accounting pronouncements:
  (i)
     In September 2006, the Financial Accounting Standards Board (FASB) issued statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements (SFAS 157). The provisions of this standard are to provide guidance for using fair value to measure assets and liabilities. The standard clarifies methods for measuring items not actively traded and the principles that fair value should be based upon when pricing an asset or liability. The provisions of SFAS 157 are effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year. The adoption of SFAS 157 is not expected to have an impact on the Companys consolidated financial statements. SFAS 157-2 defers the Statements effective date for certain non-financial assets and liabilities to fiscal years beginning after November 15, 2008, and interim periods within those years. (ii)
     In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  an Amendment of FASB Statement No. 115 (SFAS 159), which permits entities to choose to measure many financial instruments and certain other items at fair value. The fair value option established by SFAS 159 permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Adoption is required for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of the fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS 157. The adoption of SFAS 157 is not expected to have an impact on the Companys consolidated financial statements. See notes to consolidated financial statements.
     74


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  13.
     DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GAAP(Continued)
  (a)
     Recent accounting pronouncements: (continued)
  (iii)
     SFAS No. 141(R), Business Combinations (SFAS 141(R)), is to replace SFAS No. 141, Business Combinations. The new statement retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting be used for all business combinations. The new standard defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. The new statement improves the comparability of the information about business combinations provided in financial reports. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company will assess the impact of this statement when a future acquisition occurs. (iv)
     In March 2008, the FASB issued SFAS No. 161, Disclosure about Derivative Instruments and Hedging Activities (SFAS 161). SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities by requiring enhanced disclosures about how and why an entity uses derivatives instruments, how derivative instruments and related hedged items affect an entitys operating results, financial position, and cash flows. SFAS 161 is effective for the Companys 2009 fiscal year. Early adoption is permitted. The Company is currently reviewing the provisions of SFAS 161. However, as the provisions of SFAS 161 are only related to disclosure of derivative and hedging activities, of which the Company has none, the Company does not believe the adoption of SFAS 161 will have a material impact on its consolidated operating results, financial position or cash flows. (v)
     In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). The new standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with US GAAP for nongovernmental entities. SFAS 162 is effective 60 days following the Securities and Exchange Commission's approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company is currently evaluating the impact of adoption of SFAS 162 but does not expect adoption to have a material impact on results of operations, cash flows or financial position. (b)
     Exploration expenditures
 Under Canadian GAAP, acquisition costs of resource properties and exploration expenditures are capitalized (note 4(e)). Under US GAAP, exploration costs are expensed as incurred. When proven and probable reserves are determined for a property and a feasibility study is prepared, then subsequent exploration and development costs of the property would be capitalized. The capitalized costs of such properties are measured periodically for recoverability of carrying values. See notes to consolidated financial statements.
     75


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  13.
     DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GAAP(Continued)
  (c)
     Development stage company
 Pursuant to US GAAP, the Company would be subject to the disclosure requirements applicable to a development stage enterprise as the Company is devoting its efforts to establishing commercially viable mineral properties. However, the identification of the Company as such for accounting purposes does not impact the measurement principles applied to these consolidated financial statements. (d)
     Income taxes
 In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (Accounting for Income Taxes) (FIN 48), to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 is effective for after the Companys fiscal year beginning November 1, 2007. Under US GAAP effective January 1, 2007, the Company adopted the provisions of FIN 48 that prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation requires that the Company recognized the impact of a tax position in the financial statements if that position is more likely than not of being sustained on audit, based on the technical merits of the position. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. In accordance with the provisions of FIN 48, any cumulative effect resulting from the change in accounting principle is to be recorded as an adjustment to the opening balance of deficit. The adoption of FIN 48 did not result in a material impact on the Company's consolidated financial position or results of operations. (e)
     Reconciliation of total assets, liabilities and shareholders' equity (deficit):
  2009
     
     
     2008Total assets per Canadian GAAP
     $
     648,761
     
     $
     500,569Resource property costs
     
     630,144
     
     
     (480,724
     )Total assets per US GAAP
     $
     18,617
     
     $
     19,845Total liabilities per Canadian GAAP and US GAAP
     $
     482,147
     
     $
     290,906Shareholders equity per Canadian GAAP
     
     166,614
     
     
     209,663Resource property costs
     
     (630,144
     )
     
     (480,724
     )Shareholders deficit per US GAAP
     
     (463,530
     )
     
     (271,061
     )Liabilities and shareholders deficit per US GAAP
     $
     18,617
     
     $
     19,845
  See notes to consolidated financial statements.
     76


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  13.
     DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GAAP(Continued)
  (f)
     Reconciliation of loss reported in accordance with Canadian and US GAAP:
  2009
     
     
     2008
     
     
     2007Net loss per Canadian GAAP
     $
     (197,204
     )
     $
     (393,223
     )
     $
     (320,473
     )Adjustments to net lossWrite-off of exploration expenditures
     
     (149,420
     )
     
     (105,949
     )
     
     (107,291
     )Add back of write down of resource properties
     
     0
     
     
     57,235
     
     
     0Net loss per US GAAP
     $
     (346,624
     )
     $
     (441,937
     )
     $
     (427,764
     )Loss per common shareCanadian GAAP - Basic and diluted
     $
     (0.01
     )
     $
     (0.02
     )
     $
     (0.02
     )US GAAP - Basic and diluted
     $
     (0.01
     )
     $
     (0.02
     )
     $
     (0.03
     )Weighted average number of shares outstanding
     
     22,650,620
     
     
     18,454,883
     
     
     15,992,182
 Weighted average number of shares outstanding does not include the 60,000 shares to be redeemed in accordance with the court judgment (note 9(e)). (g)
     Comprehensive loss
  2009
     
     
     2008
     
     
     2007Net loss per US GAAP
     $
     (346,624
     )
     $
     (441,937
     )
     $
     (427,764
     )Other comprehensive income (loss)
     
     
     
     
     0
     
     
     0Comprehensive loss per US GAAP
     $
     (346,624
     )
     $
     (441,937
     )
     $
     (427,764
     )
  See notes to consolidated financial statements.
     77


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  13.
     DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GAAP(Continued)
  (h)
     Reconciliation of cash flows in accordance with US GAAP
  2009
     
     
     2008
     
     
     2007Net cash used in operating activities of continuing operations in accordance with Canadian GAAP
     $
     (4,074
     )
     
     (185,820
     )
     
     (116,378
     )Adjustments to net loss involving use of cash Write-off of expenditures on mineral properties
  
  (149,420
  )
  
  (105,949
  )
  
  (107,291
  )Net cash used in operating activities of continuing operations in accordance with US GAAP
  
  (153,494
  )
  
  (291,769
  )
  
  (223,669
  )Net cash used in investing activities of continuing operations in accordance with Canadian GAAP
  
  (149,420
  )
  
  (105,949
  )
  
  (107,291
  )Reclassification of expenditures on mineral properties
  
  149,420
  
  
  105,949
  
  
  107,291Net cash used in investing activities of continuing operations in accordance with US GAAP
  
  0
  
  
  0
  
  
  0Net cash flows from financing activities of continuing operations in accordance with Canadian and US GAAP
  
  154,155
  
  
  165,841
  
  
  332,904Net increase in cash and cash equivalents in accordance with Canadian and US GAAP
  
  661
  
  
  (125,928
  )
  
  109,235Cash and cash equivalents, beginning of year in accordance with Canadian and US GAAP
  
  410
  
  
  126,338
  
  
  17,103Cash and cash equivalents, end of year in accordance with Canadian and US GAAP
  $
  1,071
  
  $
  410
  
  $
  126,338
  14.
     CONTINGENCIES
 During 2008, the Company wrote-off $ NiI (2008 - $15,094; 2007 - $nil) of accounts payable, resulting in a recovery of expenses. These amounts had been in payables since 2002. Management believes these amounts are not liabilities of the Company; however, there is no assurance that these amounts will not be claimed in the future by the Companys creditors. Should the creditors claim the amounts, the amounts will be recorded at that time and will impact future results of operations and cash flows. See notes to consolidated financial statements.
     78


---

WORLD VENTURES INC.(An Exploration Stage Company)Notes to Consolidated Financial StatementsYears Ended October 31, 2009, 2008, and 2007(Unaudited)
  15.
     SUBSEQUENT EVENTS
 In April 2010, the Company completed non-brokered private placements to issue 1,500,000 units at $0.02 per unit for proceeds of $30,000. Each unit is comprised of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share at a price of $0.03 per share in the first year and at price of $0.04 in the second year from the date of issue. In November 2009, the Company agreed to issue 250,000 shares pursuant to an option to purchase agreement for Triton Property. The vendors agreed upon an assigned value of $0.02 per share. See notes to consolidated financial statements.
     79


---

SIGNATURES Pursuant to the requirements of the Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing a Form 20-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. WORLD VENTURES INC.By: /s/ Stewart JacksonStewart JacksonPresident (Chief Executive Officer)By: /s/ Gary Van NormanGary Van NormanVice President (Chief Financial Officer)Date: June 14, 2010
 80


---