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, 2002

                       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: 9,282,154
           =========

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.


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                                   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 21, 2003
   -------------------------                                    --------------
   Raynerd B. Carson, President                                      Date



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PART I

ITEM 1.  BUSINESS

(a)      General Development of Business

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

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

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

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

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

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



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<PAGE>

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

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

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

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

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

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


                                       4
<PAGE>



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

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.

(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.


                                       5
<PAGE>

(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.

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

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

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

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

                                       6
<PAGE>


(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.


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

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


                                       7
<PAGE>

The Company will continue to maintain some of its mineral holdings with the
intent to recruit buyers or joint venture partners for their projects. The
Company will continue to pursue 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 1999, the Company put its mining projects on hold and changed its course of
business to include the resort development and real estate business. The Company
entered into an agreement to acquire 180 acres in Arizona, USA. No development
of the project has occurred, feasibility studies are ongoing. In 2002, the
Company cancelled its real estate project. In June 2002, the Company entered
into an agreement to explore and develop a mineral property in Mineral County,
Nevada, USA.

(d) Plan of Operation

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

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



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


                                       8
<PAGE>

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

Since the Fall of 1999, the Company has concentrated on real estate and resort
projects. In 2002, the Company cancelled its real estate project.

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. Should the
Company determine to commence operations of its H.B. Mill or the Company's real
estate development, as to which there has been no determination, the
commencement of such operations would require a large expenditure of funds prior
to commencement of operations and the commitment of future operating capital,
neither of which are presently available to the Company. The Company has
cancelled its real estate projects and has embarked on an exploration program on
a mineral property in Nevada.


(iii) Raw Materials

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


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<PAGE>

(iv)  Patents, Trademarks and Licenses

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

(v) Seasonality

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

(vi) Working Capital Items

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

(vii) Customer Dependence

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

(viii)  Backlog of Orders

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

(ix) Government Contracts

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


(x) Competition

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


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<PAGE>

(xi) Research and Development

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

(xii) Environmental Regulation

       Mining

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

       Real Estate and Resort Development

The Company, like any business involved in land development, may be required to
make extensive capital expenditures in the future to protect the environment and
to comply with applicable environment regulations in connection with real estate
development. However, such capital expenditures or requirements could effect the
Company's competitive position in the real estate and resort development
business and, conceivably, could limit the Company's availability to enter into
some real estate and resort projects. No capital expenditures for environmental
control facilities have been made and the Company does not expect to make any
such expenditures during the current or coming fiscal year. In 2002, the Company
cancelled its real estate project.




(xiii) Employees

During fiscal year ended October 31, 2002, the Company employed one part-time
office manager who provided services to the company on a contract basis. Most
Company operations will be conducted by the officers on a part time basis or by
outside contractors. If the H.B. Mill is placed into operation by the Company,
or a real estate/resort project is developed, full-time employees would be
expected to be hired.


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<PAGE>

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

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



ITEM 2.  DESCRIPTION OF PROPERTY

Ymir Properties

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

Triton Property

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

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

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


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


                                       12
<PAGE>

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


H.B. Mill Property

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

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

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




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.


                                       13
<PAGE>

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.
 Saskatchewan Properties

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

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


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

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




Panama, Pan-Oro

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


                                       14
<PAGE>

Costa Rica, Guanacaste

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

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

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

Sukut, Costa Rica

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

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

(1)  pay the optionor $10,000 within eight days of the signing of the agreement
     (paid); and (2) pay the optionor $10,000 upon the anniversary date of the
     agreement; and
(3)  spend a minimum amount of $100,000 in lobbying and perform the necessary
     efforts to obtain the approval of the exploration permit by the Asamblea
     Legislativa de Costa Rica; and
(4)  once the exploration permit becomes fully legal and enforceable, pay the
     optionor $15,000 within three months, $50,000 one year after approval,
     $75,000 two years after the approval and subsequently $75,000 per year upon
     each anniversary date.
Once the exploration phase is completed, the Company has the option to apply for
the exploitation (mining) permit. In order to exercise this option, the Company
must, once the exploitation permit is granted, pay the optionor the greater of
3% of the net smelter return and $75,000 per year. The Company has the option to
purchase outright 50% of the vendor's net smelter return for US$1,500,000 and
the right of first refusal to purchase the remaining balance.

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

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


                                       15
<PAGE>

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

Asbestos Claims, Quebec, Canada

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

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

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

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

Gladiator, Arizona, USA

The Company entered into an option agreement with Curitiba S.A., a Costa Rican
corporation to acquire 100% of the issued and outstanding shares of Nor-Quest
Arizona Inc., an Arizona Corporation. Nor-Quest Arizona Inc. has title to one
hundred and seventy acres within the Prescott National Forest in the State of
Arizona. The option is exercisable until January 14, 2002 for consideration of
four million common shares. As part of the agreement, the Company has agreed to
pay any property tax balance outstanding at the time the option is exercised,
not to exceed $4,000 US dollars. During 2001, the Company decided to abandon its
interest and wrote-off its investment in this property.


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.


                                       16
<PAGE>

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:
<TABLE>
<CAPTION>

                           Payment Period                                                           Amount Monthly $ US
                           --------------                                                           -------------------
                  <S>     <C>                                                                                <C>
                  (i)      July 6, 2002 through February 6, 2003                                              $ 1,000
                  (ii)     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
</TABLE>

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.

ITEM 3.  LEGAL PROCEEDINGS

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


(a)      During 1995, Premanco Industries Ltd. (Premanco) an unrelated party,
         has brought an action against the Company and others in the Supreme
         Court of British Columbia claiming that the Company and others logged
         or caused to be logged without the permission of Premanco approximately
         20,000 cubic meters or more of timber from certain properties. The
         claim has been defended by the Company and they have stated that if any
         logging was done any liability for these actions must rest with the
         Company's solicitor who acted on the Company's behalf in connection
         with an application to the Nelson land title office to release
         Premanco's timber rights. As of October 31, 1997, this action is
         ongoing with no new developments to report.

         During the year ended October 31, 1998: A civil action in which the
         defendants also included some of the directors of Nu-Dawn, an attorney
         who acted for the Company, and the Province of British Columbia was
         finally settled out of court in September 1998. Nu-Dawn was able to
         pledge its Salmo land and mill machinery to secure its share of the
         settlement of $450,000. Nu-Dawn has no further obligation in this
         matter.

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


                                       17
<PAGE>

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


ITEM 4.  CONTROL OF REGISTRANT

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


Title of Class                            Identity of                  Amount and Nature of Beneficial             Percent
                                       Person or Group                            Ownership                      of Class
                                                                                  ( Note 1 )
------------------------- ------------------------------------------ ------------------------------------- ----------------------
<S>                        <C>                                                   <C>                            <C>
Common                    Curitiba S.A.
                          2742, 1 Avenida. Calles 27 & 29
                          San Jose, Costa Rica                                    2,117,688                        22.8%
------------------------- ------------------------------------------ ------------------------------------- ----------------------

Common                    Investors First S.A.                                    3,8066,233                       41.3%
                          c/o Arias, Aleman & Mora
                          Calle 50 Edif Tower 1ER Piso
                          Apartado 8799
                          Panama 5, Panama
------------------------- ------------------------------------------ ------------------------------------- ----------------------

Common                    Officers & Directors Collectively                         34,600                         0.3%
------------------------- ------------------------------------------ ------------------------------------- ----------------------
</TABLE>

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



ITEM 5.  NATURE OF TRADING MARKET

The common stock of the Company are listed on the 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.
<TABLE>
<CAPTION>


PRICE RANGE                                                            High                                 Low
-----------                                                            ----                                 ----
<S>                                                                   <C>                                  <C>
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
2001 1st Quarter                                                       0.15                                 0.05
2001 2nd Quarter                                                       0.04                                 0.05
2001 3rd Quarter                                                       0.20                                 0.04
2001 4th Quarter                                                       0.22                                 0.03
</TABLE>


                                       18
<PAGE>

As of October 31, 2002 the Company had approximately 212 registered shareholders
on record of its no par value common stock. Based on representations received by
the Company from certain record holders, the Company believes that there are in
excess of 1,000 non-registered beneficial owners of its common stock bringing
the total number of shareholders in excess of 1,200.


ITEM 6.  EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY  HOLDERS

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

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



ITEM 7.  TAXATION


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

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

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


                                       19
<PAGE>

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:
<TABLE>
<CAPTION>


                                                            2002       2001       2000        1999     1998
                                                            ----       ----       ----        ----     ----
<S>                                                         <C>       <C>        <C>         <C>       <C>
Rate at October 31,2002                                     0.66       0.64       0.64        0.66     0.62

Average Rate for the Calendar  Year                         0.63       0.64       0.62        0.64     0.63
                                                            ----       ----       ----        ----     ----
</TABLE>




                                       20
<PAGE>


FOR THE YEAR ENDED OCTOBER 31, 2002:
<TABLE>
<CAPTION>


                                                              2002             2001             2000
                                                           ----------      -----------        ----------
CONSOLIDATED STATEMENT OF OPERATIONS
------------------------------------
<S>                                                      <C>             <C>                    <C>
Revenue                                                    $      0        $         0        $       0
Costs and Expenses                                         (134,454)          (243,561)        (186,709)
Write Down of Resource Property                                   0            (44,095)               0
Write Down of Capital Assets & Deferred Costs              (509,136)                 0                0
Net (-Loss)                                                (643,590)          (287,656)        (186,709)
Net (Loss) Per Share                                          (0.08)             (0.04)           (0.04)

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

Total Assets                                                425,113             890,622          957,251
Resource Properties                                         419,857             393,281          436,263
Total Liabilities                                         1,039,530             951,449          880,422
Accumulated Deficit                                      (7,319,290)         (6,675,700)      (6,388,044)
Working Capital (-Deficit)                                 (643,590)           (287,656)        (186,709)
Shareholder's Equity                                       (614,417)            (60,827)           76,829
Cash Dividends per Share                                          0                   0                0
</TABLE>



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

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


                                       21
<PAGE>

Results of Operations

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

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

Liquidity and Capital Resources

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


                                       22
<PAGE>

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.


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


ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

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

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



Name and Position in the Company                                 Age         Director of Officer Since
------------------------------------------------------------- ----------- -------------------------------
<S>                                                              <C>      <C>
Raynerd B. Carson                                                 69      Director since November 1989
President and Director                                                    President since 1990

Gary Van Norman                                                   64      Director since February 1996
Vice President and Director

Dr. Stewart A. Jackson                                            62      June 1997
Vice-President, Explorations and Director

James Wadsworth                                                   65      Director since August 1992
Director
</TABLE>

                                       23
<PAGE>


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


Director / Officer  Principal Occupation During the Last Five Years

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

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.


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


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

                                       24
<PAGE>


ITEM 11.       COMPENSATION OF DIRECTORS AND OFFICERS

During the fiscal year ended October 31, 2002, 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, 2002 and a summary of all such Options exercised
in 2001 and 2000.

Stock options granted as at October 31, 2002 were as follows:
<TABLE>
<CAPTION>


Directors                                     Number of shares                Price   Expiration Date
-----------------                             ----------------                -----   ---------------
<S>                                             <C>                            <C>        <C>
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 2001 and 2002.
</TABLE>



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, 2002.

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 2000, 2001 and 2002.

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.


                                       25
<PAGE>

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

During the year ended October 31, 1991, the Company issued 476,388 shares, to
Dydar (a company controlled by a director and officer), for consideration of
$160,781 pursuant to a private placement. The consideration consisted of cash of
$30,000 and the assumption of accounts payable of $130,781 by the investor. In
addition, the investor received warrants to purchase an additional 476,388
shares at $0.3375 per share until May 22, 1992 and at $0.39 per share from May
23, 1992 to May 22, 1993. As at October 31, 1991, no warrants have been
exercised. The 476,388 shares issued to Dydar brings its holdings to 10,676,388
shares. 425,901 shares were sold during the fiscal period via private sale or
market sales.

During 1992, Dydar purchased 1,066,667 shares of common stock for $160,000.
During 1992 Dydar sold during the fiscal period via private sale or market sales
1,138,667 shares to bring its total to 10,178,487 shares.

During 1993 fiscal period Dydar exercised part of its option for a total of
784,470 shares and during 1993 sold 784,958 to hold 10,177,999 shares.

During 1994 Dydar sold 1,400,000 shares and purchased 666,666 from treasury
through the take-down of units and warrants at $0.15 per share and Dydar held
9,444,665 shares.

During the year 1995, Dydar purchased 56,500 shares $0.14 average per share
bringing the total to 9,501,165.

During 1996, Curitiba S.A. purchased from Dydar Resources Ltd. 7,813,665 shares
of Nu-Dawn Resources Inc. for investment purposes. As of October 31, 1996 Dydar
held 2,115,495 shares of Nu-Dawn Resources Inc.

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


                                       26
<PAGE>




PART II


ITEM 14.      DESCRIPTION OF SECURITIES

(a)   Capital Stock

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

(b)   Common Stock

The outstanding shares of common stock are fully paid and non-assessable. As of
the date of this Statement, 9,282,154 shares of common stock were issued and
outstanding.


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


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


                                       27
<PAGE>
<TABLE>
<CAPTION>

<S>                                                                            <C>
Report to Shareholders..........................................................F1

Balance Sheet as at October 31, 2002........................................... F2

Statements of Loss and Deficit .................................................F3
for the period from November 01, 2001 to October 31, 2002

Statement of Changes in Financial Position..................................... F4
for the period from November 01, 2001 to October 31, 2002

Schedule of Changes in Resource Properties                                      F8

Notes to Financial Statements.................................................. F5 - F17
</TABLE>



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

         None



                                       28
<PAGE>

Pannell Kerr Forster


         WORLD VENTURES INC.
         Financial Statements
         October 31, 2002 and 2001

<TABLE>
<CAPTION>

         INDEX                                                                                    Page
         ------                                                                                   ----
         <S>                                                                                       <C>

         Independent Auditors' Report to the Shareholders                                            1

         Financial Statements

         Balance Sheets                                                                              2

         Statements of Loss and Deficit                                                              3

         Statements of Cash Flows                                                                    4

         Notes to Financial Statements                                                              5-17

</TABLE>





                                       29
<PAGE>


                                                                             F1

Pannell Kerr Forster


                          INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF WORLD VENTURES INC.

We have audited the balance sheets of World Ventures Inc. as at October 31, 2002
and 2001 and the statements of loss and deficit and cash flows for the three
years in the period ended October 31, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, these financial statements present fairly, in all material
respects, the financial position of World Ventures Inc. as at October 31, 2002
and 2001 and the results of its operations and its cash flows for the three
years in the period ended October 31, 2002 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 15
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 16,
2003 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 16, 2003

                    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 16, 2003



                                       1
<PAGE>


<TABLE>
<CAPTION>


                                                                             F2

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


                                                                                             2002                   2001
                                                                                          ----------             ----------
Assets (notes 4 and 10)
<S>                                                                                       <C>                      <C>
Current
  Cash                                                                                      $800                   $7,976
  Accounts receivable                                                                      1,078                    4,579
Total Current Assets                                                                       1,878                   12,555
Fixed (notes 6, 7 and 10)                                                                  3,378                  484,786
Resource Properties (notes 6 and 8)                                                      419,857                  393,281
Total Assets                                                                            $425,113                 $890,622
Liabilities
Current
  Accounts payable (note 9)                                                             $353,599                 $250,027
  Loan payable to Premanco Industries Ltd. (note 10)                                     635,931                  599,732
  Current portion of obligation under capital lease                                            0                    2,014
Total Current Liabilities                                                                989,530                  851,773
Obligation Under Capital Lease                                                                 0
Long-Term Debt (note 11)                                                                  50,000                   50,000
Due to Shareholder                                                                             0                   49,640
Total Liabilities                                                                      1,039,530                  951,449
Capital Stock and Deficit
Capital Stock (note 12)                                                                6,704,873                6,614,873
Deficit                                                                              (7,319,290)              (6,675,700)
Total Shareholders' Deficit                                                            (614,417)                 (60,827)
Total Liabilities and Shareholders' Equity                                              $425,113                 $890,622
                                                                                   -------------            -------------
</TABLE>

Approved on behalf of the Board:


"Raynerd B. Carson" (signed) Director



"Gary Van Norman" (signed) Director



                                       2
<PAGE>


                                                                            F3
WORLD VENTURES INC.
Statements of Loss and Deficit
Years Ended October 31
<TABLE>
<CAPTION>

                                                                        2002                   2001                   2000
                                                                        ----                   ----                   ----
<S>                                                                    <C>                     <C>                  <C>
Expenses
  Interest and bank charges                                             $60,231                $73,109                $81,947
  Professional fees                                                      29,017                 30,578                 12,630
  Rent                                                                   12,000                 12,000                 12,000
  Accounting and administration                                          11,500                 16,854                 18,724
  Travel and promotion                                                    7,915                 10,790                 14,589
  Transfer agent, filing fees and printing                                6,035                  6,947                  9,082
  Telephone and fax                                                       3,020                  4,941                  4,774
  Corporation capital tax                                                 2,530                      0                  1,030
  Office and sundry                                                       1,101                 11,391                 18,598
  Consulting and management fees                                            204                 75,000                  2,348
  Vehicle and fuel                                                           56                    937                  1,766
  Mineral and property tax                                                    0                      0                  7,995
  Depreciation                                                              845                  1,014                  1,226
Loss Before Other Items                                               (134,454)              (243,561)              (186,709)
Other Items
  Write-down of other assets (note 13(d))                              (28,573)                      0                      0
  Write-down of fixed assets (note 7)                                 (480,563)                      0                      0
  Write-down of resource properties (note 8)                                  0               (44,095)                      0
                                                                      (509,136)               (44,095)                      0
Net Loss for Year                                                     (643,590)              (287,656)              (186,709)
Deficit, Beginning of Year                                          (6,675,700)            (6,388,044)            (6,201,335)
Deficit, End of Year                                               $(7,319,290)           $(6,675,700)           $(6,388,044)
Basic Loss Per Share                                                   $ (0.08)               $ (0.04)               $ (0.03)
Weighted Average Number of
  Shares Outstanding                                                  7,722,889              6,935,957              6,024,072
</TABLE>



                                       3
<PAGE>

<TABLE>
<CAPTION>

                                                                           F4
WORLD VENTURES INC.
Statements of Cash Flows
Years Ended October 31

                                                                          2002                  2001                  2000
                                                                          ----                  ----                  ----
<S>                                                                    <C>                   <C>                   <C>
Operating Activities
  Net loss                                                             $(643,590)            $(287,656)             $(186,709)
  Items not involving cash
    Consulting expense                                                          0                75,000                      0
    Accrued interest on loan payable                                       33,669                54,956                 64,212
    Write-down of resource properties                                           0                44,095                      0
    Write-down of fixed assets                                            480,563                     0                      0
    Write-down of other assets                                             28,573                     0                      0
    Depreciation                                                              845                 1,014                  1,226
Operating Cash Flow (Deficit)                                            (99,940)             (112,591)              (121,271)
Changes in Non-Cash Working Capital
  Accounts receivable                                                       1,001                 (353)                    147
  Accounts payable                                                        193,572               118,022               (12,836)
Total Changes in Non-Cash Working Capital                                 194,573               117,669               (12,689)
Cash Provided by (Used in) Operating Activities                            94,633                 5,078              (133,960)
Investing Activities
  Additions to fixed assets and deferred costs                                  0                 (334)                      0
  Expenditures relating to resource
    properties, net of recoveries                                        (26,576)               (1,113)               (12,136)
Cash Used in Investing Activities                                        (26,576)               (1,447)               (12,136)
Financing Activities
  Repayments to shareholder                                              (49,640)                     0                      0
  Advances to related parties                                            (26,073)               (1,173)                (3,155)
  Repayment of lease obligation                                           (2,050)               (1,591)                (1,229)
  Capital stock issued                                                          0                     0                150,000
  Proceeds from loan                                                        2,530                     0                      0
Cash Provided by (Used in) Financing Activities                          (75,233)               (2,764)                145,616
Inflow (Outflow) of Cash                                                  (7,176)                   867                  (480)
Cash, Beginning of Year                                                     7,976                 7,109                  7,589
Cash, End of Year                                                            $800                $7,976                 $7,109
Supplemental Cash Flow Information
  Interest Paid During Year                                                  $264                  $716                 $1,077

Supplemental Information for Investing and Financing Activities
  Shares issued as settlement of debt                                    $150,000              $150,000                     $0
</TABLE>




                                       4
<PAGE>





                                                                            F5
WORLD VENTURES INC.
Notes to Financial Statements
Years Ended October 31



1.       OPERATIONS

         The Company was incorporated under the laws of the province of British
         Columbia 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.

         During 2002, the Company incurred a net loss of $643,590 (2001 -
         $287,656; 2000 - $186,709) (accumulated losses from inception of the
         Company total $7,319,290) and at October 31, 2002 had a working capital
         deficiency (an excess of current liabilities over current assets) of
         $987,652. 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.

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 15.

4.       CHARGE ON ASSETS

         A charge has been placed over all the assets of the Company as security
         for unpaid corporation capital tax amounting to approximately $69,000,
         including interest at October 31, 2002.

5.       SIGNIFICANT ACCOUNTING POLICIES

         (a) Use of estimates

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

                                       5
<PAGE>


                                                                            F6
WORLD VENTURES INC.
Notes to Financial Statements
Years Ended October 31



5. SIGNIFICANT ACCOUNTING POLICIES (Continued)

         (b)      Fixed assets

                  H.B. Mill and land are recorded at original cost less
                  writedowns to a net amount of $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 7 and 10). Direct net expenditures incurred on
                  the H.B. Mill are deferred in the accounts. No depreciation
                  has been charged on H.B. Mill as the asset is not in
                  production.

                  Other fixed assets are recorded at cost.

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

         (c)      Investments in and expenditures on resource properties

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

         (d)      Financial instruments

                  (i)      Fair value

                           The carrying value of cash, accounts receivable,
                           accounts payable and loan payable to Premanco
                           Industries Ltd. approximate their fair value because
                           of the short maturity of these financial instruments.

                           It is not practicable to determine the fair value of
                           the long-term debt as long-term debt is non-interest
                           bearing.

                  (ii)     Interest risk

                           The Company is exposed to interest risk to the extent
                           of fluctuations in prime rate.

                  (iii)    Credit risk

                           The Company is exposed to credit risk that arises
                           from the possibility that the 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.


                                       6
<PAGE>



WORLD VENTURES INC.                                                          F7
Notes to Financial Statements
Years Ended October 31



5. SIGNIFICANT ACCOUNTING POLICIES (Continued)

         (e)      Net loss per share

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

         (f)      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 net loss together with different expenses.

         (g)      Income taxes

                  Income taxes are provided, at current rates, for all items
                  included in the statement of loss and deficit regardless of
                  the period in which such items are reported for income tax
                  purposes. The principal items which results in temporary
                  differences between financial and tax reporting purposes are
                  depreciation and non-capital loss carry-forwards. Future
                  income taxes are adjusted for current changes in the income
                  tax rate.

6.       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.

7.       FIXED ASSETS

<TABLE>
<CAPTION>
                                                                                                   2002
                                                                                                Accumulated
                                                                               Cost             Depreciation             Net
                                                                            --------            --------              -------
        <S>                                                                    <C>                  <C>                  <C>
         H.B. Mill and land (note 10)                                            $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
</TABLE>


                                       7
<PAGE>




WORLD VENTURES INC.                                                         F8
Notes to Financial Statements
Years Ended October 31


<TABLE>
<CAPTION>

7.       FIXED ASSETS (Continued)

                                                                                                 2001
                                                                                              Accumulated
                                                                             Cost             Depreciation             Net
                                                                             ----             ------------          --------
        <S>                                                                <C>                   <C>              <C>
         H.B. Mill and land (note 10)                                      $480,563                  $0             $480,563
         Automobiles                                                         17,219              16,019                1,200
         Machinery                                                            5,671               2,949                2,722
         Equipment                                                              334                  33                  301
                                                                            --------            -------               ------
                                                                           $503,787             $19,001             $484,786
</TABLE>

         Included in machinery is a leased asset with a net book value of
         $2,178 (2001 - $2,722).

         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.

8.       RESOURCE PROPERTIES
<TABLE>
<CAPTION>

                                                 Guanacaste         Pan-Oro        Gladiator           Lapon        Totals
                                                 ----------        ---------       ---------           -----       ---------
         <S>                                      <C>             <C>                <C>               <C>        <C>
         Balance, October 31, 2000                $392,167          $39,070          $5,026              $0         $436,263
         Legal and management                          988                0               0               0              988
         Travel                                        125                0               0               0              125
         Write down of
          resource properties                            0         (39,069)         (5,026)               0         (44,095)
                                                     1,113         (39,069)         (5,026)               0         (42,982)
         Balance, October 31, 2001                 393,280                1               0               0          393,281
         Legal                                           0                0               0           1,047            1,047
         Lease and supplies                              0                0               0          24,483           24,483
         Geological                                      0                0               0           1,046            1,046
                                                         0                0               0          26,576           26,576
         Balance, October 31, 2002                $393,280               $1              $0         $26,576         $419,857

</TABLE>


                                       8
<PAGE>

                                                                           F9
WORLD VENTURES INC.
Notes to Financial Statements
Years Ended October 31



8.       RESOURCE PROPERTIES (Continued)

         (a)      Guanacaste, Costa Rica

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

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

         (b)      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:

<TABLE>
<CAPTION>
                           Payment Period                                                             Amount of Monthly
                           --------------                                                                    $ US
                                                                                                      ------------------
                  <S>     <C>                                                                                  <C>
                  (i)      July 6, 2002 through February 6, 2003                                              $ 1,000
                  (ii)     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
</TABLE>

                  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.



                                       9
<PAGE>



                                                                           F10
WORLD VENTURES INC.




         Notes to Financial Statements
         Years Ended October 31



         8.       RESOURCE PROPERTIES (Continued)

                  (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 in this property. The
                           Company has a 90% ownership interest in Pan-Oro S.A.,
                           an inactive Panamanian corporation.

                  (d)      Gladiator, Arizona


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

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

                  (e)      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.





                                       10
<PAGE>


WORLD VENTURES INC.                                                      F11
Notes to Financial Statements
Years Ended October 31



9.       ACCOUNTS PAYABLE
<TABLE>
<CAPTION>

                                                                                             2002                  2001
                                                                                             ----                  ----
         <S>                                                                                <C>                  <C>
         Trade payables                                                                      $271,896              $124,104
         Capital taxes payable                                                                 68,703                63,923
         Rent due to related parties                                                            3,000                52,000
         Accrued liabilities                                                                   10,000                10,000
                                                                                             $353,599              $250,027
</TABLE>

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

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

         The lawsuit was settled during 1998. The Company is liable for unjust
         enrichment of $450,000. Premanco has accepted as settlement a
         promissory note for $450,000, secured by a mortgage on the H.B. Mill
         property (note 7) and a security agreement over all equipment and
         chattels 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.

         Premanco shall have no right to enforce any judgement obtained against
         the Company under this promissory note against any assets or properties
         of the Company other than those specified in the settlement agreement
         made between Premanco and the Company. It is management's opinion that
         the Company no longer owes money to Premanco.

11.      LONG-TERM DEBT

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



                                       11
<PAGE>



WORLD VENTURES INC.                                                        F12
Notes to Financial Statements
Years Ended October 31



12.      CAPITAL STOCK

         (a)      Authorized
                   50,000,000    Common shares without par value
         (b)      Issued
<TABLE>
<CAPTION>

                                                                                          Number
                                                                                          of Shares                Amount
                                                                                          ---------              ----------
                 <S>                                                                    <C>                     <C>
                  Balance, October 31, 2000                                               6,282,154              $6,464,873
                  Issued as settlement of debt                                              750,000                  75,000
                  Exercised warrants as settlement of debt                                  750,000                  75,000
                  Balance, October 31, 2001                                               7,782,154               6,614,873
                  Issued as settlement of debt                                            1,500,000                 150,000
                  Shares to be redeemed (note 12(f))                                      (300,000)                (60,000)
                  Balance, October 31, 2002                                               8,982,154              $6,704,873
</TABLE>

                  During 2001, the Company issued 750,000 units at a price of
                  $0.10 per unit as settlement of debt to a related party. 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 to settle $150,000 of debt to a related party.

         (c)      The following table summarizes the Company's stock option
                  activity for the years ended October 31, 2002, 2001 and 2000:

<TABLE>
<CAPTION>
                                                                                                                  Weighted
                                                                                                   Exercise       Average
                                                                                      Number       Price          Exercise
                                                                                     of Shares     Per Share      Price
                                                                                   ------------    ---------      --------
                   <S>                                                                <C>          <C>            <C>
                  Balance, October 31, 1999                                           1,400,000     $ 0.15         $ 0.15
                  Cancelled                                                          (1,400,000)    $ 0.15         $ 0.15
                  Granted during 2000                                                   550,000     $ 0.25         $ 0.25

                  Balance, October 31, 2000,
                    2001 and 2002                                                       550,000     $ 0.25         $ 0.25
</TABLE>




                                       12
<PAGE>


WORLD VENTURES INC.                                                        F13
Notes to Financial Statements
Years Ended October 31



12.      CAPITAL STOCK (Continued)

          (d)  Stock options outstanding to directors and employees as at
               October 31, 2002 and 2001 were as follows:
<TABLE>
<CAPTION>

                                                                             Exercise              Number of Shares
                  Expiry Date                                                  Price            2002              2001
                  -----------                                                ---------          ----              ----
                 <S>                                                         <C>             <C>                <C>
                  May 8, 2005                                                 $ 0.25           550,000           550,000

</TABLE>

         (e)      Share purchase warrants outstanding as at October 31, 2002
                  and 2001 were as follows:
<TABLE>
<CAPTION>

                                                                              Exercise             Number of Shares
                  Expiry Date                                                 Price             2002              2001
                  -----------                                                ---------          ----              ----
                 <S>                                                         <C>                <C>                <C>
                  April 5, 2002                                              $ 0.40               0              600,000
</TABLE>

         (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 16, 2003, the 300,000 shares have
                  not been redeemed.

13.      RELATED PARTY TRANSACTIONS

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

<TABLE>
<CAPTION>
                                                                        2002                 2001               2000
                                                                        ----                 ----               ----
                 <S>                                                <C>                 <C>                  <C>
                  Rent                                                $12,000             $12,000            $12,000
                  Consulting and management                                 0                   0              2,348
</TABLE>

         (b)      Accounts receivable includes $665 due from a director (2001
                  - $3,165; 2000 - $33,000).

         (c)      Accounts payable includes $3,000 (2001 - $5,200; 2000 -
                  $40,000) due to an individual related to the President of the
                  Company and $4,900 (2001 - $4,900) to a Company owned by a
                  director.

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

          (e)  Accounts payable includes $41,935 (2001 - $943) due to a
               shareholder.



                                       13
<PAGE>



WORLD VENTURES INC.                                                        F14
Notes to Financial Statements
Years Ended October 31



14.      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
         ------------                               ------
         2003                                       $14,000
         2004                                       323,000
         2005                                       636,000
         2006                                       165,000
         2007                                       177,000
         2008                                       282,000
         2009                                     1,885,000
                                                 $3,482,000

         Effective January 1, 2000 the Company adopted the new recommendations
         of the Canadian Institute of Chartered Accountants with respect to
         accounting for income taxes. Under the new recommendations, the
         liability method of tax allocation is used, based on the difference
         between financial reporting and the tax bases of assets and
         liabilities. Previously, the deferral method was used, based on
         differences in the timing of reporting income and expenses in financial
         statements and tax returns. The new method was applied retroactively
         without restatement of prior years' figures.

         There is no effect of the new recommendations on the financial
         statements of the Company.

         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, 2002, 2001 and
         2000 are as follows:
<TABLE>
<CAPTION>

         Available to                                          2002                   2001                    2000
         ------------                                          ----                   ----                    ----
        <S>                                                  <C>                    <C>                    <C>
         Future income tax assets
           Tax over book value of
             resource properties                             $1,095,893             $1,244,704              $1,224,861
           Tax over book value of
             fixed assets                                        11,747                587,023                 586,567
           Non-capital loss carry-forwards                    1,379,463                726,750                 610,650
                                                              2,487,103              2,558,477               2,422,078
         Less:  Valuation allowance                          (2,487,103)            (2,558,477)             (2,422,078)
         Net future income tax asset                                 $0                     $0                      $0
</TABLE>

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




                                       14
<PAGE>



WORLD VENTURES INC.                                                        F15
Notes to Financial Statements
Years Ended October 31



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

         (a) US accounting pronouncements

                  (i)      In October 2001, the FASB issued Statement of
                           Financial Accounting Standards FAS 144, "Accounting
                           for the Impairment or Disposal of Long-Lived Assets."
                           FAS 144 addresses significant issues relating to the
                           implementation of FAS 121, "Accounting for the
                           Impairment of Long-Lived Assets and for Long-Lived
                           Assets to be Disposed Of," and develops a single
                           accounting model, based on the framework established
                           in FAS 121 for long-lived assets to be disposed of by
                           sale, whether such assets are or are not deemed to be
                           a business. FAS 144 also modifies the accounting and
                           disclosure rules for discounted operations. The
                           standard was adopted on January 1, 2002, and did not
                           have any impact on the financial statements.

                (ii)       SFAS 130 "Reporting Comprehensive Income" became
                           effective in 1999, expand or modify disclosures, and
                           accordingly, have no effect on the Corporation's
                           financial position, results of operations or cash
                           flows. Under US GAAP, the Company would have reported
                           comprehensive loss of $1,220,382, $812,409 and
                           $721,372 for 2002, 2001 and 2000.

         (b)      Stock options

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

                  The Company applies APB Opinion No. 25 and related
                  interpretations in accounting for its stock options granted to
                  employees, and accordingly, compensation expense of $0 (2001 -
                  $0; 2000 - $0) was recognized as salaries expense. Had
                  compensation expense been determined as provided in SFAS 123
                  using the Black-Scholes option - pricing model, the pro-forma
                  effect on the Company's net loss and per share amounts would
                  have been as follows:
<TABLE>
<CAPTION>

                                                                                      2002                        2001
                                                                                      ----                        ----
                 <S>                                                                 <C>                          <C>
                  Net loss, as reported                                             $(643,590)                  $(287,656)
                  Net loss, pro-forma                                                (643,590)                   (287,656)
                  Net loss per share, as reported                                     $ (0.08)                    $ (0.04)
                  Net loss per share, pro-forma                                       $ (0.08)                    $ (0.04)
</TABLE>

     The fair value of each grant is calculated using the following weighted
average assumptions:
<TABLE>
<CAPTION>

                                                                                                  2002           2001
                                                                                                 -----           -----
                <S>                                                                                <C>            <C>
                  Expected life (years)                                                             3              4
                  Interest rate                                                                     3%             3%
                  Volatility                                                                   259.02%        259.02%
                  Dividend yield                                                                    0              0

</TABLE>


                                       15
<PAGE>

WORLD VENTURES INC.                                                        F16
Notes to Financial Statements
Years Ended October 31



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

         (c)      Exploration expenditures

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

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

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

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

<TABLE>
<CAPTION>
                                                                                         2002                    2001
                                                                                         ----                    ----
                   <S>                                                                 <C>                     <C>
                  Total assets for Canadian GAAP                                       $425,113                $890,622
                  Adjustments to U.S. GAAP                                            (419,857)               (393,281)
                  Total assets for U.S. GAAP                                             $5,256                $497,341
                  Total liabilities per Canadian GAAP                                $1,039,530                $951,449
                  Adjustments to U.S. GAAP                                                    0                       0
                  Total liabilities for U.S. GAAP                                     1,039,530                 951,449
                  Total equity (deficit) for Canadian GAAP                            (614,417)                (60,827)
                  Adjustment to U.S. GAAP                                             (419,857)               (393,281)
                  Total equity (deficit) for U.S. GAAP                              (1,034,274)               (454,108)
                  Total equity (deficit) and liabilities
                    for U.S. GAAP                                                        $5,256                $497,341

</TABLE>


                                       16
<PAGE>




WORLD VENTURES INC.                                                        F17
Notes to Financial Statements
Years Ended October 31



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

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

                                                                   2002                   2001                   2000
                                                                   ----                   ----                   ----
                 <S>                                               <C>                  <C>                    <C>
                  Net loss
                    Canadian GAAP                                $(643,590)             $(287,656)             $(186,709)
                  Adjustments to  net loss
                    Write-off of exploration
                      expenditures                                 (26,576)                (1,113)               (12,136)
                  Net loss U.S. GAAP                             $(670,166)             $(288,769)             $(198,845)
                  Net loss per common share
                    Canadian GAAP - Basic                          $ (0.08)               $ (0.04)               $ (0.03)
                  U.S. GAAP - Basic                                $ (0.09)               $ (0.04)               $ (0.03)
                  Weighted average number of share
                    of shares outstanding                         7,722,889              6,935,957              6,024,072

</TABLE>
                  Weighted average number of shares does not include the 300,000
                  shares to be redeemed per court judgement (note 12(f)).