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


                            FORM 20-F

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

          FOR THE FISCAL YEAR ENDED:  OCTOBER 31, 2003

              Commission File Number:  000 - 18343

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

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

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

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

Securities registered or to be registered pursuant to Section
                        12(b) of the Act.

                              None
                              ----

  Securities registered or to be registered pursuant to Section
                        12(g) of the Act.

                    No Par Value Common Stock
                    -------------------------
                        (Title of Class)

Securities for which there is a reporting obligation pursuant to
                    Section 15(d) of the Act.

                               None
                               ----
                        (Title of Class)

Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period
of this Registration Statement:    10,482,154

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                          Yes [X]      No [ ]

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

                       Item 17 [X]     Item 18 [ ]

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




                               -1-






                           SIGNATURES


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


     WORLD VENTURES INC.


     Raynerd B. Carson (signed)
     ----------------------------          April 16th, 2003
     Raynerd B. Carson, President          ----------------
                                           Date





























                               -2-





PART I

ITEM 1.   BUSINESS


(a)       General Development of Business

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

World  Ventures  Inc.  (formerly  Nu-Dawn  Resources,  Inc.)  was
incorporated  on  October  3rd,  1980  by  registration  of   its
Memorandum and Articles under the Company Act of the Province  of
British  Columbia.   Since its formation, the  Company  has  been
engaged in the acquisition and exploration of mineral properties.
In  1999, the Company changed its direction of business to pursue
real estate and land development. In 2001, the Company ceased its
pursuit  of  real  estate and land development  and  resumed  its
historical  business of  acquisition and exploration  of  mineral
properties.

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

By  agreement dated November 21st, 1986, the Company completed  a
private  placement of 248,000 "flow-through" common shares  at  a
price of $0.3226 per share to 14 private investors, together with
warrants to purchase up to 248,000 additional shares at $0.40 per
share  during  the  ensuing  12  months.   The  Company  paid  no
commissions.   Subsequently, warrants  for  the  purchase  of  an
additional  105,614  shares  were exercised  by  certain  of  the
investors for total proceeds to the Company of $42,245.

"Flow-through"  common  shares under applicable  laws  of  Canada
permit amounts paid by investors to be expended by the issuer  in
exploration  of  mineral  properties with  the  amounts  expended
deductible,  for  purposes of reporting income  under  applicable
Canadian income tax laws, by the individual investor and  not  by
the  issuer.   Other than such characteristics, such  shares  are
equivalent to all other shares of common stock of the issuer.

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

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




                               -3-





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

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

Subsequent  to  the private sale of the Company's stock  by  Nor-
Quest,  as described above, the purchaser of those shares,  Dydar
Resources  Ltd.  ("Dydar"), a British Columbia corporation  owned
by  Raynerd B. Carson. Raynerd B. Carson became a director of the
Company  in November, 1989, made a private acquisition  from  the
Company of 2,000,000 shares of the Company's common stock  and  a
stock  purchase warrant entitling Dydar to purchase an additional
2,000,000 shares of common stock at $0.20 per share for  a  total
purchase price of $300,000.

The  shares and any shares acquired from exercise of the  warrant
are  subject  to  a  12-month restriction from transfer  expiring
November 20, 1990.  Dydar exercised its stock purchase warrant to
purchase  an  additional 2,000,000 shares  of  common  stock  for
$400,000 on October 30, 1990.  In connection with the acquisition
of  the  Company  shares from Nor-Quest and the private  purchase
from the Company, three persons designated by Dydar were added to
the  Board  of Directors of the Company and two former  directors
resigned.

During the year ended October 31, 1991, the Company:

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

During the year ended October 31, 1992, the Company:

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





                               -4-





During the year ended October 31, 1993, the Company:

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

During the year ended October 31, 1994, the Company:

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

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

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

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

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

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

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

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

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




                               -5-





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

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

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

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

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

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

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

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

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

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


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




                               -6-





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

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

During the year ended October 31, 2000, the Company:

(i)  During  2000, a reverse stock split on a 5:1 basis occurred.
     The  number  of  shares has been adjusted  to  reflect  this
     transaction.

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

During the year ended October 31, 2001, the Company:

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

During the year ended October 31, 2002, the Company:

(i)  Issued  1,500,000 shares at a price of $0.10 per  share  for
     settlement of $150,000 loan.

During the year ended October 31, 2003, the Company:

(i)  Issued  1,500,000 shares at a price of $0.10 per  share  for
     settlement of $150,000 loan.

The  Company relies on its officers and directors to conduct  its
business affairs

(b)       Industry Segments

The  Company  presently  operates  in  two  industries  and  four
geographic  segments. (1) The mineral exploration and development
business  in Canada, Panama and Costa Rica.  (2) The Company  has
renewed  its  interest in gold mining projects and  in  2002  the
Company  acquired  a lease/purchase agreement  in  19  claims  in
Nevada, U.S.A.






                               -7-





During the fiscal year, 1991, the Company received $8,416 for the
sale  of timber cut on Company land. During the fiscal year ended
October  31,1993 the Company received $152,005 for  the  sale  of
timber  cut  on Company land.  During the year ended October  31,
1994  the  Company  received $10,155 for the sale  of  equipment.
During  the  year  ended October 31, 1995, the  Company  received
$4,284  from  operations.  The  Company  received   $14,379  from
operations  during the year ended October 31, 1996.   During  the
year  ended  October 31, 1997, the only revenue received  by  the
Company  was interest from investment and sale of spare equipment
parts  from the HB Mill, totaling $3,201.  During the year  ended
October 31, 1998, revenue from the sale of equipment from the  HB
Mill  totaled $78,648. The sale of the Ymir property as  per  the
settlement with Premanco was applied to pay in full the taxes  on
the  property and pay out the account payable for legal  fees  to
Siddall & Co.

The  Company  will  continue  to maintain  some  of  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.

(c)       Narrative Description of Business

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

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

In 2001, the Company abandoned (forfeited) the H.B. Mill site and
property to the Province of British Columbia.

In 2002, the Company obtained the lease/purchase agreement on the
old  mineral property in Nevada. The Company intends  to  explore
and  if  warranted  develop  the Nevada  property.   The  Company
intends  to fund the Nevada property by equity funding  or  joint
venture partners.


(d)       Plan of Operation

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




                               -8-





Since  March  2002, the Company has concentrated on  the  Mineral
County,  Nevada  Project.  Exploration and  feasibility  work  is
required  to  ascertain if the project is viable.  The  Company's
investigations are at the early stage and there is  no  assurance
that permitting or financing for this project will be available.

(i)  Products

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

(ii) Status of Product

     There  has  been  no public announcement  of,  nor  has  the
     Company  otherwise made public information  about,  any  new
     product  or  industry segment of the Company  requiring  the
     investment by the Company of a material amount of its  total
     assets,  or  which  is otherwise material to  the  Company's
     operations.   However,  should  the  Company  determine   to
     commence production of the Nevada property. Commencement  of
     operations  would require large expenditures and  commitment
     of  funds  neither of which are presently available  to  the
     Company.

(iii)     Raw Materials

     The  sources and availability of raw materials essential  to
     the  Company's  business are limited  in  the  context  that
     mineral  bearing  ore of a high enough commercial  grade  to
     justify development must be discovered or otherwise acquired
     and  explored before a production decision can be  made  and
     implemented.   Mining projects are dependant on  permitting,
     water  supply, utilities and roads. The Company  anticipates
     no lack of materials, supplies and services.

(iv) Patents, Trademarks and Licenses

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

(v)  Seasonality

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




                               -9-





(vi) Working Capital Items

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

(vii)     Customer Dependence

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

(viii)    Backlog of Orders

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

(ix) Government Contracts

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

(x)  Competition

     The  mining industry in which the Company is engaged  is  in
     general,  highly  competitive.   Competitors  include  well-
     capitalized  mining companies, independent mining  companies
     and other companies having financial and other resources far
     greater  than those of the Company.  The Company  encounters
     strong  competition  in  attempting  to  acquire  additional
     mineral properties and interest in commercially mineable ore
     reserves in the 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.

(xi) Research and Development

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

(xii)     Environmental Regulation
     MINING

     The Company, like any business involved in the extraction or
     processing  of mineral properties, may be required  to  make
     extensive capital expenditures in the future to protect  the
     environment  and  to  comply with  applicable  environmental
     regulations in connection with any exploration, development,
     mining  or  milling activities.  As of the end of 2003,  the
     Company  was  engaged in no such activities.  However,  such
     capital  expenditures  or  requirements  could  effect   the
     Company's   competitive  position  in  the   business   and,
     conceivably, could limit the Company's availability to enter
     into   some   projects.    No   capital   expenditures   for
     environmental  control facilities have  been  made  and  the
     Company does not expect to make any such expenditures during
     the current or coming fiscal year.




                               -10-





(xiii)    Employees

     During  fiscal  year  ended October 31,  2003,  the  Company
     employed  one part-time office manager who provided services
     to the company on a contract basis.  Most Company operations
     will be conducted by the officers on a part time basis or by
     outside  contractors. If the Nevada minerals  property  were
     placed  in  developed  and production,  full-time  employees
     would then be hired.

(e)   Financial Information About Foreign and Domestic Operations
and Export Sales

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

ITEM 2.   DESCRIPTION OF PROPERTY

Ymir Properties

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

Triton Property

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

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




                               -11-





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

From  mid-January  to  March 1988, the Phase  2  diamond-drilling
program was carried out on the Triton Property for the purpose of
investigating the extent of the Kingston Vein in and  around  the
Kingston shaft and testing the area around the Western Shaft  and
the  trenches in the northeast portion of the grid.  The  program
consisted of 12 holes totalling 1,349 metres.

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

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

H.B. Mill Property

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

As  of  March 16, 2003, the Company had not and have no intention
to  redeem ownership of the property.  As a result, H.B. Mill and
land  was written down to nil, due to complete forfeiture of  the
property to the Crown.

Jersey Emerald Property

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




                               -12-





Panama, Pan-Oro

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

Costa Rica, Guanacaste

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

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

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

Sukut, Costa Rica

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

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

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




                               -13-





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

Lapon Canyon, Nevada

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  includes
the  royalty  payment due on June 6, 2002.   Commencing  July  6,
2002, royalty payments are payable as follows:

       Payment Period                                     Amount Monthly $ US
(i)    July 6, 2002 through February 6, 2003                     $1,000
(i)    March 6, 2003 through November 6, 2003                    $1,500
(iii)  December 6, 2003 through August 6, 2004                   $2,000
(iv)   September 6, 2004 through May 4, 2005                     $2,500
(v)    June 6, 2005 through February 6, 2006                     $3,000
(vi)   March 6, 2006 through November 6, 2007                    $3,500
(vii)  December 6, 2007 through August 6, 2008                   $4,000
(viii) September 6, 2008 through the 6th day of
       each month thereafter                                      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.

Pursuant to the Letter Agreement with Potts, the Company is
current and  has paid  all lease/royalty payments as required as
at October 31, 2003.

ITEM 3.   LEGAL PROCEEDINGS

A  charge  has  been  placed over all assets of  the  Company  as
security  for  unpaid  British Columbia corporation  capital  tax
amounting to approximately $74,000, including interest as October
31, 2003.

Puruant to a court judgement dated November 8, 2002 , the Company
is require to redeem 300,000 shares at a price of $0.20 per share
from a creditor. Interest is to be charges at 4% per annum. As of
March  12,  2004, the 300,000 shares have not been redeemed,  but
reclassified to accounts payable.




                               -14-





ITEM 4.   CONTROL OF REGISTRANT

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

---------------------------------------------------------------------
TITLE OF   IDENTITY OF PERSON OR GROUP      NUMBER OF    PERCENTAGE
 CLASS                                       SHARES       OF CLASS
---------------------------------------------------------------------
COMMON     Cede & Co.
           PO Box  20                      5,042,871        40.7%
           Bowling Green Stn
           New York, New York 10274
---------------------------------------------------------------------
COMMON     CDS & Co.
           PO Box 1038 STN A               1,935,569        15.6%
           Toronto Ontario, M5W 1G5
---------------------------------------------------------------------
COMMON     Hecote Junteno S.A.
           PO Box  6095 1000               1,500,000        12.1%
           San Jose, Costa Rica
---------------------------------------------------------------------
COMMON
           Investors First S.A.            1,836,733        14.8%
           c/o Arias, Aleman & Mora
           Calle 50 Edif Tower 1ER Piso
           Apartado 8799
           Panama 5, Panama
---------------------------------------------------------------------
COMMON     Officers and Directors             34,600          .3%
           Collectively
---------------------------------------------------------------------


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

ITEM 5.   NATURE OF TRADING MARKET

The  common  stock of the Company 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                 Low
-----------------------------------------------------------------
2003 1st Quarter                     0.08                 0.03
2003 2nd Quarter                     0.06                 0.02
2003 3rd Quarter                     0.15                 0.05
2003 4th Quarter                     0.25                 0.08
2002 1st Quarter                     0.07                 0.02
2002 2nd Quarter                     0.27                 0.07
2002 3rd Quarter                     0.19                 0.04
2002 4th Quarter                     0.19                 0.05
-----------------------------------------------------------------




                               -15-






As  of  October  31,  2003  the  Company  had  approximately  236
registered  shareholders on record of its  no  par  value  common
stock.   Based  on representations received by the  Company  from
certain  record holders, the Company believes that there  are  in
excess  of  1,000 non-registered beneficial owners of its  common
stock  bringing  the total number of shareholders  in  excess  of
1,200.

ITEM 6.   EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING
          SECURITY  HOLDERS

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

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

ITEM 7.   TAXATION

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

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




                               -16-






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

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

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

ITEM 8.   SELECTED FINANCIAL DATA

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

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

                                        2003   2002   2001    2000   1999
                                        ----------------------------------
Rate at October 31,2003                 0.57   0.66   0.64    0.64   0.66

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




                               -17-







FOR THE YEAR ENDED OCTOBER 31, 2003:
                                                2003      2002       2001
------------------------------------------------------------------------------

CONSOLIDATED STATEMENT OF OPERATIONS         $           $          $


Revenue                                              0          0           0

Costs and Expenses                             (85,672)  (134,454)   (243,561)

Write Down of Debts                            721,772          0           0

Write Down of Resource Property               (395,496)         0     (44,095)

Write Down of Capital Assets & Deferred Costs        0   (509,136)          0

Net Income (Loss)                              326,276   (643,590)   (287,656)

Net Income (Loss) Per Share                       0.02      (0.08)      (0.04)

CONSOLIDATED BALANCE SHEETS

Total Assets                                   104,455    425,113     890,622

Resource Properties                             69,644    419,857     393,281

Total Liabilities                              328,268  1,039,530     951,449

Accumulated Deficit                         (7,078,686)(7,319,290) (6,675,700)

Working Capital (-Deficit)                    (298,157)  (643,590)   (287,656)

Shareholder's Equity                          (223,813)  (614,417)    (60,827)

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

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


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

Results of Operations

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




                               -18-






The Company does expect to be carrying out mining exploration and
development work on properties held under agreement.

Liquidity and Capital Resources

     The Company's capital, and therefore its liquidity, has always
depended  upon  amounts raised from investors from  the  sale  of
stock,  either privately or publicly.  The Company took over  the
position, '' little cash available" in 1989 and Nor-Quest paid  a
large  portion  of  the Company's expenses.   During  1992  Dydar
purchased  1,066,436 shares of common stock for $160,000  and  an
investor   subscribed  for  333,333,  ($50,000)  units   (private
placement   one   share  plus  one  two  year  purchase   warrant
exercisable  at  $0.15 in first year and $0.20  in  second  year)
which  amount will provide some liquidity for 1992.  During  1993
Dydar  exercised  part  of its option at  $0.20  to  provide  the
Company $156,894. During 1994 the Company issued 1,333,333 shares
@  $0.15  per share pursuant to a private placement of  1,000,000
units @ $0.15 per unit.   333,333 shares were issued pursuant  to
the  exercise  of  warrants @ $0.15 per share.  666,667  warrants
remain  outstanding and may be exercised @ at rate of  $0.15  per
share up until April 19, 1995 or @ $0.20 per share up until April
19,  1996.  The  Company issued 266,667 units as  an  exploration
payment  on the Guanacaste property in Costa Rica and the balance
for  cash.   A  further 150,000 common shares were  issued  as  a
finder's fee in connection with this transaction.  As at  October
31,  1996,  1,055,334  of  the  share  purchase  warrants  remain
unexercised.  During the year ended October 31,  1997,  operating
capital  for  the  Company was raised by a private  placement  of
1,000,000  shares at $0.15 per share; issuance of  325,000  flow-
through  shares at $0.20; exercise of warrants of 303,512  shares
at  $0.15  per  share  for cash proceeds;  and  the  issuance  of
1,054,610  at  $0.20 per share on exercise of warrants  for  debt
settlement of $210,922. During the year ended October  31,  1998,
330,166  warrants  were  exercised for  cash  in  the  amount  of
$49,524.  As of October 31, 1998, 366,333 share purchase warrants
remained  unexercised.  During the year ended October  31,  1999,
the  Company entered into a private placement agreement in  which
1,000,000 units were issued for proceeds of $150,000.  Each  unit
is  comprised of one common share and one share purchase warrant.
Each  share  purchase warrant enables the holder to  acquire  one
additional  common share at $0.15 during the first  year  and  at
$0.18 during the second year.  During the year ended October  31,
2000,  a  reverse  stock split on a 5:1 basis  occurred  and  the
number  of shares were adjusted to reflect this transaction.   On
March   1,  2000  an  account  payable  valued  at  year-end   of
approximately $95,000, was settled by issuance of 380,000  common
shares  at  a  price of $0.25 per share.  Pursuant to  a  private
placement agreement 600,000 units were issued at a price of $0.25
per  unit for cash $150,000.  Each unit consists of one share and
one  non-transferable share purchase warrant  exercisable  for  a
period of two years, granting the holder the right to acquire one
additional share at a price of $0.25 per share in the first  year
and  at  a  price  of $0.40 in the second year.   Pursuant  to  a
private  placement  dated November 13, 2000:  750,00  units  were
issued  at a price of $0.10 per unit. Each unit consists  of  one
common  share  and  one non-transferable share  purchase  warrant
exercisable  for a period of two years, granting the  holder  the
right  to  acquire one additional share at a price of  $0.10  per
share in the first year and at a price of $0.15 per share in  the
second  year.   These  warrants were  exercised  during  2001  as
settlement  of  debt. During 2002, the Company  issued  1,500,000
shares  at a price of $0.10 per share for settlement of  $150,000
loan.




                               -19-






Since the Company was incorporated, it had been engaged primarily
in  the  acquisition and exploration of mineral properties.   The
Company  has  no  source of income and therefore the  Company  is
fully  dependant on equity funding or joint venture  partnerships
to  further its projects. The Company expenditures will  directed
towards Triton and Lapon projects in 2004

Financial  results for the current period of 2003 are  reflective
on  the  renewed  activity of the Company with a  net  income  of
$240,604. Net losses increased from  $287,656 in 2001 to $643,590
in 2002. The significant change for 2003 net income of  $240,604,
compared  to  2002  and  2001 was the result  of  reduction  loan
payables  and  long-term debts. Though expenses  are  comparative
across  all categories, interest decreased from $73,109 in  2001,
$60,231  in 2002 to $10,981 in 2003.  Professional fees decreased
from  $30,578 in 2001, $29,017 in 2002, and $13,994 in 2003. Also
reflective  of  renewed  activity were increases  in  Travel  and
promotion,  Accounting and administration and Office and  sundry.
Travel  and promotion increased from $10,790 in 2001,  $7,915  in
2002,and $12,893 in 2003. Office and sundry increased from $1,101
in  2002,  $5,739  in  2003. During 2003 no Consulting  fees  and
Corporate capital tax were paid. Consulting fees paid were   $204
in  2002  and  $75,000 in 2001. Corporate capital  tax  paid  was
$2,530.  Revenues remained unchanged at $0 in both 2003 and  2002
consistent with the current period, reflective of the nature of a
mining exploration company.

In  2003,  the Company realized extraordinary gains  through  the
write off of debts that had been carried as Loan payable and Long-
Term debts. A total of $721,772 was written off during the year.
Reflective of the revitalization efforts, the Company's  interest
in  Resources  Properties increased  $0 in 2001  and  $26,576  in
2002,  $43,066 in 2003. During 2003, $393,279 was written off  as
result of Company's inactivity of the acquired Resource Property.
During  the current October 31, 2003 fiscal year, current  assets
of the Company increased to $31,539 from $1,878 in 2002. Accounts
payables decreased from $353,931 in 2002, to $328,268 in 2003.

During  2003 the Company issued 1,500,000 Common Shares  pursuant
to a private placement warrant purchase option at a price of $.10
per  unit.  Compared to 2002 the Company issued 1,500,000  Common
shares  pursuant to a private placement warrants purchase  option
at a price of $.10 per unit.

As  at  October  31, 2003 the Company reported a working  capital
deficiency of $296,729. The net working capital is not sufficient
for  the Company's present requirements. The Company proposes  to
meet  any  further  working capital requirements  through  equity
financings.

Please  also  refer to the notes to the financial statements  for
further details

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

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




                               -20-






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

Name and Position in the Company     Age    Director of Officer Since
----------------------------------------------------------------------
Raynerd B. Carson                    70     Director since November
President and Director                      1989
                                            President since 1990

Gary Van Norman                             Director since February
Vice President and Director          65     1996

Dr. Stewart A. Jackson               63     June 1997
Vice-President, Explorations and
Director
----------------------------------------------------------------------

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

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

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

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

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

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




                               -21-






ITEM 11.  COMPENSATION OF DIRECTORS AND OFFICERS

During  the  fiscal  year ended October 31, 2003,  there  was  no
compensation  to  directors  and  officers  of  the  Company  for
services because of Canadian allowance standards.

ITEM  12.   OPTIONS  TO PURCHASE SECURITIES  FROM  REGISTRANT  OR
SUBSIDIARIES

The  following  is a summary of the employee and  director  stock
options outstanding as of October 31, 2003 and a summary  of  all
such Options exercised in 2002 and 2001.

Stock options granted as at October 31, 2003 were as follows:


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

Stewart Jackson                  250,000        $0.25     May 8, 2005

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

Employees and/or Consultants

Ferne Nowlan                      50,000        $0.25     May 8, 2005
------------------------------------------------------------------------
Total outstanding director and employee stock options......550,000

No stock options exercised by directors or employees during the years 2003
and 2002.

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, 2003.

No  cash compensation is currently being paid to members of the  Board
of Directors for their services as directors.  The Company paid $5,960
to  one  director for consulting and related services rendered to  the
Company during the year ended 1998.  No cash compensation was paid  to
directors during the years ended 2001, 2002 and 2003.

ITEM 13.       INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

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




                               -22-







In November 1989, upon approval by the Vancouver Stock Exchange, Dydar
subscribed  to purchase, by way of private placement, 2,000,000  Units
of  the Company's securities, consisting of 2,000,000 shares of common
stock  and a stock purchase warrant to acquire an additional 2,000,000
shares  for  a purchase price of $300,000.  Dydar subscribed  for  the
private  placement  of which Raynerd B. Carson  is  the  President,  a
director  and  substantial stockholder.  Dydar exercised  its  warrant
October 30, 1990 bringing its holdings to 10,200,000 shares.

During  the  year ended October 31, 1991, the Company  issued  476,388
shares, to Dydar (a company controlled by a director and officer), for
consideration  of  $160,781  pursuant to  a  private  placement.   The
consideration  consisted  of cash of $30,000  and  the  assumption  of
accounts  payable  of  $130,781 by the  investor.   In  addition,  the
investor received warrants to purchase an additional 476,388 shares at
$0.3375  per share until May 22, 1992 and at $0.39 per share from  May
23,  1992  to  May 22, 1993. As at October 31, 1991, no warrants  have
been  exercised. The 476,388 shares issued to Dydar 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,  1996  Dydar held  2,115,495  shares  of  Nu-Dawn
Resources Inc.

As  of  October 31, 2003, Dydar Resources Inc. held 100,000 shares  of
World Ventures Inc. in trust for Curitiba S.A.

PART II

ITEM 14.  DESCRIPTION OF SECURITIES

(a)  Capital Stock

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




                               -23-






(b)  Common Stock

     The outstanding shares of common stock are fully paid and non-
     assessable.  As of the date of this Statement, 10,482,154 shares
     of common stock were issued and outstanding.
     Holders  of  shares of common stock are entitled  to  participate
     equally  as  to  dividends, voting powers  and  participation  in
     assets.    No  shares  have  been  issued  subject  to  call   or
     assessment.  There are no pre-emptive rights, conversion  rights,
     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 the Company  Act
     of the Province of British Columbia.

PART III

ITEM 15.  DEFAULTS UPON SENIOR SECURITIES         None

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

PART IV

ITEM 17.   FINANCIAL STATEMENTS


Report to Shareholders                                          Page 26

Balance Sheet as at October 31, 2003                            Page 27

Statements of Income (Loss) and Deficit                         Page 28
for the period from November 01, 2002 to October 31, 2003

Statement of Changes in Financial                               Page 29
Position for the period from November 01, 2002
to October 31, 2003

Schedule of Changes in Resource Properties                      Page 33

Notes to Financial Statements                                Page 30-41

ITEM 18.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial Statements

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

(b)  Exhibits - See Exhibits 99.1 and 99.2 attached.




                               -24-








Pannell Kerr Forster






     WORLD VENTURES INC.
     Consolidated Financial Statements
     October 31, 2003 and 2002








     INDEX                                                 Page


     Independent Auditors' Report to the Shareholders       26

     Consolidated Financial Statements

     Consolidated Balance Sheets                            27

     Consolidated Statements of Operations and Deficit      28

     Consolidated Statements of Cash Flows                  29

     Notes to Consolidated Financial Statements          30-41































                               -25-





Pannell Kerr Forster



                     INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF WORLD VENTURES INC.

We have audited the consolidated balance sheets of World Ventures Inc.
as at October 31, 2003 and 2002 and the consolidated statements of
operations and deficit and cash flows for the three years ended
October 31, 2003.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in Canada and in the United States of America.
Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all
material respects, the financial position of World Ventures Inc. as at
October 31, 2003 and 2002 and the results of its operations and its
cash flows  for the three years ended October 31, 2003  in accordance
with Canadian generally accepted accounting principles.  Accounting
principles generally accepted in Canada differ in certain significant
respects from accounting principles generally accepted in the United
States of America and are discussed in note 16 to the financial
statements.

In the United States of America, reporting standards for auditors
require the addition of an explanatory paragraph (as included
following the opinion paragraph) when the financial statements are
affected by the Company's ability to continue as a going concern.  Our
report to the shareholders dated March 12, 2004 is also expressed in
accordance with Canadian reporting standards which do not permit a
reference to such an uncertainty in the auditors' report when the
uncertainty is adequately disclosed in the financial statements.

"Pannell Kerr Forster"

Chartered Accountants

Vancouver, Canada
March 12, 2004


               COMMENTS BY AUDITORS FOR CANADIAN READERS
                   ON CANADA - US REPORTING CONFLICT

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


"Pannell Kerr Forster"

Chartered Accountants

Vancouver, Canada
March 12, 2004





                               -26-





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

------------------------------------------------------------------------------
                                                        2003          2002
------------------------------------------------------------------------------

Assets (notes 4 and 11)

Current
  Cash                                                 $28,984          $800
  Accounts receivable                                    2,555         1,078
------------------------------------------------------------------------------

Total Current Assets                                    31,539         1,878
Property and Equipment (notes 7, 8 and 11)               3,272         3,378
Resource Properties (notes 7 and 9)                     69,644       419,857
------------------------------------------------------------------------------

Total Assets                                          $104,455      $425,113
==============================================================================

Liabilities

Current
  Accounts payable (note 10)                          $328,268      $353,599
  Loan payable to Premanco Industries Ltd. (note 11)         0       635,931
------------------------------------------------------------------------------

Total Current Liabilities                              328,268       989,530
Long-Term Debt (note 12)                                     0        50,000
------------------------------------------------------------------------------

Total Liabilities                                      328,268     1,039,530
------------------------------------------------------------------------------

Capital Stock and Deficit

Capital Stock (note 13)                              6,854,873     6,704,873
Deficit                                             (7,078,686)   (7,319,290)
------------------------------------------------------------------------------

Total Shareholders' Deficit                           (223,813)     (614,417)
------------------------------------------------------------------------------

Total Liabilities and Shareholders' Deficit           $104,455      $425,113
==============================================================================







                               -27-







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

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
                                                    2003          2002         2001
---------------------------------------------------------------------------------------
<S>                                                  <C>           <C>          <C>

Expenses
  Accounting and administration                    $18,169       $11,500      $16,854
  Professional fees                                 13,994        29,017       30,578
  Travel and promotion                              12,893         7,915       10,790
  Rent                                              12,000        12,000       12,000
  Interest and bank charges                         10,981        60,231       73,109
  Transfer agent, filing fees and printing           7,604         6,035        6,947
  Office and sundry                                  5,739         1,101       11,391
  Telephone and fax                                  3,301         3,020        4,941
  Vehicle and fuel                                     252            56          937
  Corporation capital tax                                0         2,530            0
  Consulting and management fees                         0           204       75,000
  Depreciation                                         739           845        1,014
---------------------------------------------------------------------------------------

Loss Before Other Items                            (85,672)     (134,454)    (243,561)
---------------------------------------------------------------------------------------

Other Items
  Write-down of debts (note 11)                    721,772             0            0
  Write-down of other assets (note 14(d))                0       (28,573)           0
  Write-down of property and equipment (note 8)          0      (480,563)           0
  Write-down of resource properties (note 9)      (395,496)            0      (44,095)
---------------------------------------------------------------------------------------

                                                   326,276      (509,136)     (44,095)
---------------------------------------------------------------------------------------

Net Income (Loss) for Year                         240,604      (643,590)    (287,656)
Deficit, Beginning of Year                      (7,319,290)   (6,675,700)  (6,388,044)
---------------------------------------------------------------------------------------

Deficit, End of Year                           $(7,078,686)  $(7,319,290) $(6,675,700)
=======================================================================================

Earnings (Loss) per share (note 13(g))
 Basic                                              $ 0.02       $ (0.08)     $ (0.04)
 Diluted                                            $ 0.02       $ (0.08)     $ (0.04)
---------------------------------------------------------------------------------------

Weighed Average Number of Shares
 Outstanding
 Basic                                          10,087,634     7,722,889    6,935,957
 Diluted                                        11,443,114     7,722,889    6,935,957
---------------------------------------------------------------------------------------
</TABLE>







                               -28-







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

------------------------------------------------------------------------------
                                               2003       2002        2001
------------------------------------------------------------------------------
Operating Activities
  Net income (loss)                          $240,604  $(643,590)  $(287,656)
  Items not involving cash
    Write-down of resource properties         395,496          0      44,095

    Consulting expense                              0          0      75,000
    Accrued interest on loan payable                0     33,669      54,956
    Write-down of fixed assets                      0    480,563           0
    Write-down of other assets                      0     28,573           0
    Write-down of debts                      (685,931)         0           0
    Depreciation                                  739        845       1,014
------------------------------------------------------------------------------

Operating Cash Flow (Deficit)                 (49,092)   (99,940)   (112,591)
------------------------------------------------------------------------------

Changes in Non-Cash Working Capital
  Accounts receivable                          (1,477)     1,001        (353)
  Accounts payable                            124,669    193,572     118,022
------------------------------------------------------------------------------

Total Changes in Non-Cash Working Capital     123,192    194,573     117,669
------------------------------------------------------------------------------

Cash Provided by Operating Activities          74,100     94,633       5,078
------------------------------------------------------------------------------

Investing Activities
  Additions to property and equipment
   and deferred costs                            (633)         0        (334)
  Expenditures relating to resource
   properties, net of recoveries              (45,283)   (26,576)     (1,113)
------------------------------------------------------------------------------

Cash Used in Investing Activities             (45,916)   (26,576)     (1,447)
------------------------------------------------------------------------------

Financing Activities
  Repayments to shareholder                         0    (49,640)          0
  Advances to related parties                       0    (26,073)     (1,173)
  Repayment of lease obligation                     0     (2,050)     (1,591)
  Proceeds from loan                                0      2,530           0
------------------------------------------------------------------------------

Cash Provided by (Used in) Financing Activities     0    (75,233)     (2,764)
------------------------------------------------------------------------------

Inflow (Outflow) of Cash                       28,184     (7,176)        867
Cash, Beginning of Year                           800      7,976       7,109
------------------------------------------------------------------------------
Cash, End of Year                             $28,984       $800      $7,976
------------------------------------------------------------------------------

Supplemental Cash Flow Information
  Interest paid during year                        $0       $264        $716
------------------------------------------------------------------------------

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







                               -29-





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



1.   OPERATIONS

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

2.   GOING CONCERN

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

     The  Company  has incurred significant operating losses  with  an
     accumulated deficit of $7,078,686 and at October 31, 2003  had  a
     working capital deficiency (an excess of current liabilities over
     current  assets) of $296,729.  The Company's ability to  continue
     as  a going concern is in substantial doubt and is dependent upon
     its  ability  to secure additional financing on a  timely  basis,
     receive  co-operation from its creditors and  achieve  sufficient
     cash  flows  to cover obligations and expenses.  The  outcome  of
     these  matters cannot be predicted at this time.  These financial
     statements  do not give effect to any adjustments to the  amounts
     and  classification  of  assets and liabilities  which  might  be
     necessary should the Company be unable to continue its operations
     as a going concern.

     The  Company currently has some long outstanding amounts owed  to
     debtors,  which  have gone to collection agencies.   The  Company
     owes the British Columbia government for corporation capital tax,
     which  has interest accruing on a monthly basis.  The Company  is
     in  discussion  with the Government to work out a repayment  plan
     for  the  debt.   The repurchase of shares as mentioned  in  note
     13(f) is still uncompleted.

3.   BASIS OF PRESENTATION

     These  financial  statements  are  prepared  in  accordance  with
     Canadian  generally accepted accounting principles  ("GAAP")  and
     all  figures are in Canadian dollars.  Canadian GAAP  differs  in
     certain respects from accounting principles generally accepted in
     the  United  States of America.  The significant differences  and
     the  approximate related effect on the financial  statements  are
     set forth in Note 16.

4.   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 $74,000, including  interest  as  at
     October 31, 2003.

5.   SIGNIFICANT ACCOUNTING POLICIES

     (a)  Principles of consolidation

          These  financial  statements include the accounts  of  World
          Ventures Inc. and its wholly-owned subsidiary World Ventures
          (Nevada)  Inc..  All significant inter-company balances  and
          transactions have been eliminated.

     (b)  Use of estimates

          The  preparation of financial statements in conformity  with
          Canadian  generally accepted accounting principles  requires
          management to make estimates and assumptions that affect the
          reported  amounts of assets and liabilities and  disclosures
          of  contingent  assets and liabilities at the  date  of  the
          financial  statements, and the reported amounts of  revenues
          and  expenses  during the reporting period.  Actual  results
          could  differ from estimates and would impact future results
          of operations and cash flows.





                               -30-





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



5.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (c)  Fixed assets

          H.B.  Mill  and  land  are recorded at  original  cost  less
          writedowns  to  a  net  amount of $0  (2002  -  $0;  2001  -
          $480,563)  based on management's best estimate  of  the  net
          recoverable  amount, which reflects the value of  the  first
          charge  against  the property (notes 4 and 8).   Direct  net
          expenditures incurred on the H.B. Mill are deferred  in  the
          accounts.  No amortization has been charged on H.B. Mill  as
          the asset is not in production.

          Property and equipment are recorded at cost.

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

     (d)  Investments in and expenditures on resource properties

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

     (e)  Stock-based compensation plans

          Effective January 2002, the Company adopted the new Canadian
          Institute  of Chartered Accountants Handbook recommendations
          in  accounting for its employee stock option plans.  Options
          granted  to employees are accounted for using the  intrinsic
          value  method  where compensation expense is  recorded  when
          options are granted at discounts to market.  Options granted
          to  non-employees  are accounted for using  the  fair  value
          method  where compensation expense is calculated  using  the
          Black-Scholes options pricing model.

     (f)  Net earnings (loss) per share

          Net  earnings (loss) per share computations are based on the
          weighted average number of common shares outstanding  during
          the  year.   Common  share equivalents consisting  of  stock
          options  are not considered in the computation for the  2002
          and  2001  year  ends because their effect  would  be  anti-
          dilutive.

     (g)  Foreign currency transactions

          Foreign  currency transactions are translated into  Canadian
          dollars  at  the  rate of exchange on the transaction  date.
          Gains   and  losses  arising  from  translation  of  foreign
          currency  are  included in operations together with  related
          expenses.





                               -31-








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



6.   FINANCIAL INSTRUMENTS

     (i)  Fair value

          The   carrying  values  of  cash,  accounts  receivable  and
          accounts  payable approximate their fair values  because  of
          the short maturity of these financial instruments.

     (ii) Interest risk

          The Company is not exposed to interest risk due to the short-
          term nature of its monetary assets and liabilities.

     (iii)     Credit risk

          The  Company is exposed to credit risk that arises from  the
          possibility  that  its  debtors  may  experience   financial
          difficulty and be unable to fulfil their obligations.

     (iv) Translation risk

          The  Company is exposed to foreign currency fluctuations  to
          the  extent  expenditures incurred by the  Company  are  not
          denominated in Canadian dollars.

7.   REALIZATION OF ASSETS

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

8.   PROPERTY AND EQUIPMENT

---------------------------------------------------------------------------
                                                    2003
---------------------------------------------------------------------------
                                                 Accumulated
                                        Cost     Depreciation       Net
---------------------------------------------------------------------------
     Automobiles                       $17,219     $16,451          $768
     Machinery                           5,671       3,929         1,742
     Equipment                             907         205           762
---------------------------------------------------------------------------
                                       $23,797     $20,585        $3,272
---------------------------------------------------------------------------

---------------------------------------------------------------------------
                                                    2002
---------------------------------------------------------------------------
                                                 Accumulated
                                        Cost     Depreciation       Net
---------------------------------------------------------------------------
     H.B. Mill and land (note 11)           $0         $0          $0
     Automobiles                        17,219     16,259         960
     Machinery                           5,671      3,493       2,178
     Equipment                             334         94         240
---------------------------------------------------------------------------
                                       $23,224    $19,846      $3,378
---------------------------------------------------------------------------





                               -32-





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



8.   PROPERTY AND EQUIPMENT (Continued)

     On December 1, 2001, the Company forfeited the H.B. Mill property
     to  the  Province of British Columbia for non-payment  of  taxes.
     Although the Company no longer owns the property, the Company may
     regain  ownership  by  paying  all delinquent  taxes,  penalties,
     interest,   fees   and  costs  incurred  by   the   Province   in
     administering the property.  The Company had until  November  30,
     2002  to  regain the ownership of the property.  As of March  12,
     2004,  the  Company  had  not and have  no  intention  to  regain
     ownership  of the property.  As a result during 2002,  H.B.  Mill
     and  land  was written down to nil due to complete forfeiture  of
     the property to the Province of British Columbia.

9.   RESOURCE PROPERTIES

---------------------------------------------------------------------------
                           Guanacaste    Pan-Oro     Lapon       Totals
---------------------------------------------------------------------------

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

      Legal                        0         0      1,047         1,047

      Lease and supplies           0         0     24,483        24,483

      Geological                   0         0      1,046         1,046
---------------------------------------------------------------------------
                                   0         0     26,576        26,576
---------------------------------------------------------------------------

      Balance,               393,280         1     26,576       419,857
      October 31, 2002
---------------------------------------------------------------------------

      Legal                        0         0      6,975         6,975
      Lease and supplies       2,217         0     28,591        30,808
      Write down of
      resource properties   (395,496)        0          0      (395,496)
      Geological                   0         0      7,500         7,500
---------------------------------------------------------------------------
                            (393,279)        0     43,066      (350,213)
---------------------------------------------------------------------------

      Balance,                    $1        $1    $69,642       $69,644
      October 31, 2003
---------------------------------------------------------------------------

     (a)  Guanacaste, Costa Rica

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

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

                                        The  Company  wrote  down  the
          property during the 2003 year and is holding the rights  for
          future use.

     (b)  Lapon Canyon, Nevada

          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 will pay Potts a royalty on production
          equal to 4% of net smelter returns.





                               -33-





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



9.   RESOURCE PROPERTIES (Continued)

          (b) Lapon Canyon, Nevada (Continued)

          Pursuant to a Letter Agreement with Potts dated May 2, 2002,
          the  Company  has paid to Potts the sum of $US 11,000  which
          includes   the  royalty  payment  due  on  June   6,   2002.
          Commencing  July 6, 2002, royalty payments  are  payable  as
          follows:

       Payment Period                                     Amount Monthly $ US
(i)    July 6, 2002 through February 6, 2003                     $1,000
(i)    March 6, 2003 through November 6, 2003                    $1,500
(iii)  December 6, 2003 through August 6, 2004                   $2,000
(iv)   September 6, 2004 through May 4, 2005                     $2,500
(v)    June 6, 2005 through February 6, 2006                     $3,000
(vi)   March 6, 2006 through November 6, 2007                    $3,500
(vii)  December 6, 2007 through August 6, 2008                   $4,000
(viii) September 6, 2008 through the 6th day of
       each month thereafter                                      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  will  transfer the property to  the  Company  with  a
          reserved royalty on production equal to 0.5% of net  smelter
          returns.

                                                              As    at
          October  31,  2003,  the Company had completed  all  royalty
          payments  up  to  and including making  the  March  6,  2004
          payment.

     (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 still retains 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, 2003, the Company is not actively exploring this
          property and will hold it for future development.

     (d)  Triton, Ontario

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

          As at October 31, 2003, the Company is not actively exploring
          this property and will hold it for future development.





                               -34-







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



10.  ACCOUNTS PAYABLE

-------------------------------------------------------------------------
                                                  2003         2002
-------------------------------------------------------------------------

     Trade payables                             $238,670     $271,896
     Capital taxes payable                        74,098       68,703
     Rent due to related parties                  15,500        3,000
     Accrued liabilities                               0       10,000
-------------------------------------------------------------------------

                                                $328,268     $353,599
-------------------------------------------------------------------------

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

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

     The  lawsuit was settled during 1998.  The Company is liable  for
     unjust   enrichment  of  $450,000.   Premanco  has  accepted   as
     settlement a promissory note for $450,000, secured by a  mortgage
     on  the  H.B.  Mill  property and a security agreement  over  all
     equipment and chattels at the H.B. Mill Program, with interest at
     prime  plus 2%, due October 31, 2000.  The loan is now in default
     as  the  balance has not been paid pursuant to the terms  of  the
     settlement.  Interest has been accrued on the loan up to  October
     31, 2002.

     The Company, on the basis of a legal opinion has written off  the
          debt  owed  to  Premanco.  The H.B. Mill  property  has  now
          reverted to the province of British Columbia.  Premanco  had
          recourse against the Company by way of a charge on the  H.B.
          Mill Property.

12.  LONG-TERM DEBT

     This loan was to be repaid with the royalties form the H.B. Mill.
     As  the  Company  no  longer has title to the property  a  mutual
     agreement  has been reached to terminate any and all  obligations
     between the two companies.














                               -35-





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



13.  CAPITAL STOCK

     (a)  Authorized
           50,000,000    Common shares without par value
     (b)  Issued

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

          Balance, October 31, 2001             7,782,154   $6,614,873
          Issued as settlement of debt          1,500,000      150,000
          Shares to be redeemed (note 13(f))     (300,000)     (60,000)
     --------------------------------------------------------------------

          Balance, October 31, 2002           8,982,154    6,704,873
          Issued as settlement of debt        1,500,000      150,000
     --------------------------------------------------------------------

          Balance, October 31, 2003          10,482,154   $6,854,873
     ====================================================================

          During 2003, the Company issued 1,500,000 shares at a  price
          of  $0.10  per  share  to  settle  $150,000  of  debt  to  a
          significant shareholder.

          During 2002, the Company issued 1,500,000 shares at a  price
          of  $0.10  per  share  to  settle  $150,000  of  debt  to  a
          significant shareholder.

     (c)  The  following table summarizes the Company's  stock  option
          activity  for  the years ended October 31,  2003,  2002  and
          2001:

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

    Balance, outstanding and exercisable
    October 31, 2003, 2002 and 2001          550,000     $ 0.25       $ 0.25
  ============================================================================

     (d)  Stock  options outstanding to directors and employees as  at
          October 31, 2003 and 2002 were as follows:

     -------------------------------------------------------------------------
                                          Exercise        Number of Shares
          Expiry Date                      Price         2003           2002
     -------------------------------------------------------------------------
          May 8, 2005                     $ 0.25        550,000       550,000
     =========================================================================






                               -36-






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



13.  CAPITAL STOCK (Continued)

     (e)  Share  purchase warrants outstanding and exercisable  as  at
          October 31, 2003 and 2002 were as follows:

     -------------------------------------------------------------------------
                                          Exercise        Number of Shares
          Expiry Date                      Price         2003           2002
     -------------------------------------------------------------------------

          April 19, 2004 or               $ 0.10       1,500,000          0
          April 19, 2005                  $ 0.15
     =========================================================================

          The  warrants were attached to the private placement  shares
          issued  during  2003.  The warrants entitle  the  holder  to
          purchase  the stated number of common shares at the exercise
          price.

     (f)  Pursuant  to a court judgement dated November 8,  2002,  the
          Company  is required to redeem 300,000 shares at a price  of
          $0.20  per share from a creditor.  Interest is to be charged
          at  4%  per annum.  As of March 12, 2004, the 300,000 shares
          have  not  been  redeemed,  but have  been  reclassified  to
          accounts payable (note 13(b)).

     (g)  Earnings per share

   --------------------------------------------------------------------------
                                              2003       2002       2001
   --------------------------------------------------------------------------

     Basic Earnings (Loss) per Share
     Net earnings (loss)                    $240,604  $(643,590) $(287,656)
   --------------------------------------------------------------------------
     Weighted average number of shares
      shares outstanding                  10,087,634  7,722,889  6,935,957
   --------------------------------------------------------------------------
     Earnings (loss) per share                 $0.02     $(0.08)    $(0.04)
   --------------------------------------------------------------------------

     Diluted Earnings (Loss) per Share
     Net earnings (loss)                    $240,604  $(643,590) $(287,656)
   --------------------------------------------------------------------------
     Weighed average number of shares
      shares outstanding                  10,087,634  7,722,889  6,935,957
     Dilutive effect of stock options        550,000          0          0
     Dilutive effect of warrants             805,480          0          0
   --------------------------------------------------------------------------
     Adjusted weighted average
      number of shares outstanding        11,443,114  7,722,889  6,935,957
   --------------------------------------------------------------------------

     Diluted earnings (loss) per share         $0.02     $(0.08)    $(0.04)
   ==========================================================================

     Common  share  equivalents consisting of stock  options  and
     warrants are not considered in the computation for the  2002
     and  2001  year  ends because their effect  would  be  anti-
     dilutive.

     Weighted  average  number of shares  does  not  include  the
     300,000  shares  to  be redeemed per court  judgement  (note
     13(f)).





                               -37-





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



14.  RELATED PARTY TRANSACTIONS

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

     ------------------------------------------------------------------
                                        2003        2002      2001
     ------------------------------------------------------------------

          Rent                         $12,000     $12,000   $12,000
     ------------------------------------------------------------------

     (b)  Accounts receivable include $ 665 due from a director  (2002
          - $665; 2001 - $3,165).

     (c)  Accounts  payable  include $15,500 (2002 -  $3,000;  2001  -
          $5,200) due to an individual related to the President of the
          Company  and $0 (2002 $49,000;  2001 - $4,900) to a  Company
          owned by a director.

     (d)  Write-down of other assets includes $0 (2002 - $26,073)  due
          from a company controlled by the president of the Company.

          (e)                             Accounts   payable   include
          $17,578 (2002 - $41,935; 2001 - $943) due to a shareholder.

15.  INCOME TAX LOSSES

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

   --------------------------------------------------------------------
     Available to                                            Amount
   --------------------------------------------------------------------
     2005                                                    $329,000
     2006                                                     165,000
     2007                                                     177,000
     2008                                                     282,000
     2009                                                   1,885,000
   --------------------------------------------------------------------

                                                           $2,838,000
   ====================================================================

     Future  income  taxes  reflect the tax effects of  the  temporary
          differences  between  the  carrying  amount  of  assets  and
          liabilities for financial reporting purposes and the  amount
          used for tax purposes.  The components of future income  tax
          assets at December 31, 2003, 2002 and 2001 are as follows:

   ---------------------------------------------------------------------------
     Available to                           2003         2002         2001
   ---------------------------------------------------------------------------

     Future income tax assets
       Tax over book value of
         resource properties            $1,051,083   $1,095,893   $1,244,704
       Tax over book value of
         property and equipment             11,546       11,747      587,023
       Non-capital loss carry-forwards   1,078,436    1,379,463      726,750
   ---------------------------------------------------------------------------
                                         2,141,065    2,487,103    2,558,477

     Less:  Valuation allowance         (2,141,065)  (2,487,103)  (2,558,477)
   ---------------------------------------------------------------------------

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






                               -38-






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



15.  INCOME TAX LOSSES (Continued)

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

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

     (a)  US accounting pronouncements

                                         (i)On  April  30,  2003,  the
               Financial  Accounting  Standards  Board  (FASB)  issued
               Statement  No.  149,  Amendment  of  Statement  133  on
               Derivative    Instruments   and   Hedging   Activities.
               Statement  149 is intended to result in more consistent
               reporting   of   contracts   as   either   freestanding
               derivative instruments subject to Statement 133 in  its
               entirety,  or  as  hybrid instruments  with  debt  host
               contracts   and  embedded  derivative   features.    In
               addition, Statement 149 clarifies the definition  of  a
               derivative  by  providing guidance on  the  meaning  of
               initial   net   investments  related  to   derivatives.
               Statement  149 is effective for contracts entered  into
               or  modified after June 30, 2003.  The Company believes
               the  adoption of Statement 149 will not have any effect
               on  its  consolidated  financial position,  results  of
               operations or cash flows.

                                         (ii)In January 2003, the FASB
               issued Interpretation No. 46, Consolidation of Variable
               Interest  Entities,  an  interpretation  of  Accounting
               Research   Bulletin  No.  51,  Consolidated   Financial
               Statements.   Interpretation 46 establishes  accounting
               guidance   for   consolidation  of  variable   interest
               entities that function to support the activities of the
               primary beneficiary.  Interpretation 46 applies to  any
               business enterprise both public and private, that has a
               controlling interest, contractual relationship or other
               business relationship with a variable interest  entity.
               The   Company  has  no  investment  in  or  contractual
               relationship  or  other business  relationship  with  a
               variable interest entity and therefore the adoption did
               not  have  any  impact  on  the Company's  consolidated
               financial  position,  results  of  operations  or  cash
               flows.

     (b)  Exploration expenditures

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

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

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







                               -39-








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



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

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

     ------------------------------------------------------------------------
                                                      2003         2002
     ------------------------------------------------------------------------

          Total assets for Canadian GAAP            $104,455      $425,113
          Exploration expenditures                   (69,644)     (419,857)
     ------------------------------------------------------------------------

          Total assets for U.S. GAAP                 $34,811        $5,256
     ========================================================================

          Total liabilities per Canadian GAAP       $328,268    $1,039,530
          Adjustments to U.S. GAAP                         0             0
     ------------------------------------------------------------------------

          Total liabilities for U.S. GAAP            328,268     1,039,530
     ------------------------------------------------------------------------

          Total equity (deficit) for Canadian GAAP  (223,813)     (614,417)
          Exploration expenditures                   (69,644)     (419,857)
     ------------------------------------------------------------------------

          Total equity (deficit) for U.S. GAAP      (293,457)   (1,034,274)
     ------------------------------------------------------------------------

          Total equity (deficit) and liabilities
            for U.S. GAAP                            $34,811        $5,256
     ========================================================================









                               -40-





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



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

     (d)  Reconciliation of loss reported in accordance with Canadian
          GAAP and U.S. GAAP:
     ------------------------------------------------------------------------
                                          2003        2002          2001
     ------------------------------------------------------------------------

     Net income (loss)
       Canadian GAAP                    $240,604   $(643,590)    $(287,656)
     Adjustments to  net loss
       Write-off of exploration
         expenditures                    (45,283)    (26,576)       (1,113)
     ------------------------------------------------------------------------

     Net income (loss) U.S. GAAP        $195,321   $(670,166)    $(288,769)
     ------------------------------------------------------------------------

     Net Income(loss) per
       common share Canadian
       GAAP - Basic and                   $ 0.02     $ (0.08)      $ (0.04)
       diluted
     ------------------------------------------------------------------------

     U.S. GAAP - Basic and diluted        $ 0.02     $ (0.09)      $ (0.04)
     ------------------------------------------------------------------------

     Weighted average number of
       shares outstanding             10,087,634   7,722,889     6,935,957
     ========================================================================

     Weighted average number of shares does not include the 300,000 shares to
     be redeemed per court judgement (note 13(f)).







                               -41-





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/ Raynerd B. Carson
                         -----------------------------
                         Raynerd B. Carson
                         President (Chief Executive Officer)

                    By:  /s/ Stewart A. Jackson
                         -----------------------------
                         Stewart A. Jackson
                         Vice President (Chief Financial Officer)


     Date:      April 16, 2004





















                                  -42-