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, 2008




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, Canada


(Jurisdiction
of Incorporation or Organization)




102 Piper Crescent, Nanaimo,
BC, Canada V9T 3G3


(Address
of Principal Executive Offices, including Postal Code)




(250)
756-0291


(Issuer’s
Telephone Number, Including Area Code)




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


None




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


No Par Value Common
Stock


(Title of
Class)




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


None


(Title of
Class)




Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual report:
20,053,208.





Indicate
by check mark if the registrant is a well-seasoned issuer, as defined in Rule
405 of the Securities Act.


Yes o No x





If this
report is an annual report, indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934.


Yes o No x


















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


Yes x No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of Exchange Act. (Check
one)


Large
accelerated filer o Accelerated
filer o       Non-accelerated
filer x





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


Item 17
x Item 18 o





If
this is an annual report, indicate by check mark whether the registrant is a
shell Company (as defined in Rule 12b-2 of the Exchange Act).


Yes o No x





The
Issuer’s Common Stock is quoted on the OTC Bulletin Board – Symbol
WVNTF:OB





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





THIS
SUBMISSION SHOULD BE CONSIDERED IN CONJUNCTION WITH PREVIOUSLY FILED FORMS 20-F
AND 6-K.  THE AUDITED FINANCIAL STATEMENTS AND NOTES THERETO ATTACHED ARE
AN INTEGRAL PART OF THIS SUBMISSION.





















2








TABLE OF CONTENTS




TABLE OF CONTENTS
                3GLOSSARY & ABBREVIATIONS
                5SPECIAL NOTE REGARDING FORWARD LOOKING
      STATEMENTS
                7REPORTING CURRENCY AND FINANCIAL
      INFORMATION
                7ITEM 1
                IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
      ADVISORS
                8ITEM 2
                OFFER STATISTICS AND EXPECTED TIMETABLE
                8ITEM 3
                KEY INFORMATION
                8A.
                Selected Financial Information
                9B.
                Capitalization and Indebtedness
                10C.
                Reasons for the Offer and Use of Proceeds
                10D.
                Risk Factors
                10ITEM 4
                INFORMATION ON WORLD VENTURES INC
                12A.
                History and Development of World Ventures
    Inc.
                12B.
                Business Overview
                13C.
                Organizational Structure
                25D.
                Property, Plants and Equipment
                25ITEM 4A
                
                Unresolved Staff Comments
                26ITEM 5
                OPERATING AND FINANCIAL REVIEW AND
PROSPECTS
                26A.
                Operating Results
                26B.
                Liquidity and Capital Resources
                28C.
                Research and Development, Patent and
    Licenses
                30D.
                Trend Information
                30E.
                Off-Balance Sheet Arrangements
                30F.
                Tabular Disclosure of Contractual
    Obligations
                31ITEM 6
                DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
                31A.
                Directors and Senior Management
                31B.
                Compensation
                32C.
                Board Practices
                33D.
                Employees
                33ITEM 7
                MAJOR SHAREHOLDERS AND RELATED PARTY
      TRANSACTIONS
                34A.
                Major Shareholders
                34B.
                Related Party Transactions
                35C.
                Interests of Experts and Counsel
                35ITEM 8
                FINANCIAL INFORMATION
                35A.
                Consolidated Statements and Other Financial
      Information
                35





3





B.
                Significant Changes
                36ITEM 9
                THE OFFER AND LISTING
                37A.
                Offer and Listing Details
                37B.
                Plan of Distribution
                37C.
                Markets
                37D.
                Selling Shareholders
                37E.
                Dilution
                37F.
                Expenses of the Issue
                38ITEM 10
                ADDITIONAL INFORMATION
                38A.
                Share Capital
                38B.
                Memorandum and Articles of Association
                40C.
                Material Contracts
                42D.
                Exchange Controls
                42E.
                Taxation
                44F.
                Dividends and Paying Agents
                47G.
                Statement by Experts
                47H.
                Documents on Display
                48I.
                Subsidiary Information
                48ITEM 11
                QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK
                48ITEM 12
                DESCRIPTION OF SECURITIES OTHER THAN EQUITY
      SECURITIES
                49ITEM 13
                DEFAULTS, DIVIDEND ARREARAGES AND
      DELINQUENCIES
                49ITEM 14
                MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITYHOLDERS AND
      USE OF PROCEEDS
                49ITEM 15
                CONTROLS AND PROCEDURES
                49ITEM 16
                RESERVED BY THE SEC
                50ITEM 16A
                AUDIT COMMITTEE FINANCIAL EXPERT
                50ITEM 16B
                CODE OF CONDUCT
                50ITEM 16C
                PRINCIPAL ACCOUNTANT FEES AND SERVICES
                50ITEM 16D
                EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
      COMMITTEE
                51ITEM 16E
                PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
      PURCHASERS
                51ITEM 17
                FINANCIAL STATEMENTS
                51ITEM 18
                CONSOLIDATED FINANCIAL STATEMENTS
                51ITEM 19
                EXHIBITS
                51








4





GLOSSARY & ABBREVIATIONS





Certain
terms and their usage used throughout this Form 20-F are defined
below.





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










5








Mineralization
            Generically
      refers to (i) the process of formation of minerals in a specific area or
      geological formation, or (ii) an occurrence of potentially valuable
      minerals.  The term has no economic implications.Mineralized
      Material
            A
      mineralized body that may have been delineated by appropriately spaced
      drilling and/or underground sampling to support a tonnage and average
      grade of materials.  Such a deposit does not qualify as a reserve
      until a comprehensive evaluation based upon unit cost, grade, recoveries
      and other material factors concludes legal and economic
      feasibility.Net
      Smelter Returns
            The
      cash returns from shipments of ores sold to a smelter, which is the sales
      price of materials obtained minus certain transportation and smelting
      fees.NI
      43-101
            National
      Instrument 43-101 prepared by the Canadian Securities Regulators and which
      governs the public disclosure of mining information in
    Canada.Paleozoic
      Rocks
            Post-Precambrian
      rocks that lie on the older Precambrian basement rocks. Younger than 0.9
      billion years.Precambrian
      Basement Rocks
            The
      oldest units of rocks that form the basement in much of the Earth,
      overlain by younger sedimentary and volcanic rock. Predates a time of 0.9
      billion years.Precious
      Metals
            A
      group of metals generally resistant to oxidation of relatively high
      economic value; includes silver, gold, platinum and palladium, amongst
      others.Production
      Royalties
            Monies
      paid to an owner from the proceeds of sales materials derived from on the
      owner’s property.Qualified
      Person
            Conforms
      to the definition under National Instrument 43-101, Standards of Disclosure for
      Mineral Projectsand is an engineer or a geoscientist with at least
      five years of experience relevant to a particular project. National
      Instrument 43-101 was developed by the Canadian Securities Administrators,
      an umbrella group of Canada’s provincial and territorial securities
      regulatorsResource
      Property
            Any
      form of title or right to explore and/or mine granted by a government/or
      property owner pursuant to one or more of: a claim, contract of work,
      special exploration permit, mineral lease or mineral
    permit.Samplings
            Materials
      removed for chemical, physical or other measurements.Sedimentary
      Rock
            A
      rock originating from the weathering of pre-existing rocks that is
      deposited in layers on the Earth's surface by air, water or
      ice.Showings
            Surface
      exposures of potentially economic mineralization.Strike
            The
      direction or orientation of a horizontal plane with the planar surface of
      a rock included from the horizontal.Structure
            The
      physical arrangement of rock related to its deformation by, for example,
      faulting.Tailings
            The
      material removed from the milling circuit after separation of the valuable
      metals, minerals or in the case of oil sands, bitumen.Updip
            Up
      the plane of a surface or structure of at an angle perpendicular to
      strike.US
            The
      United States of America.









CONVERSION
      FACTORS:
            1
      tonne
            =
            1
      t, 1.1023 short tons, 1,000 kilograms
              or
      2,204.6 pounds1
      Hectare
            =
            2.4711
      Acres1
      Kilometre
            =
            0.6214
      MilesSYMBOLS:
            $
      or Cdn$
            =
            Canadian
      dollarT
            =
            Metric
      tonneKm
            =
            Kilometre




In this
Form 20-F, the Company may provide cross-references relevant to the information
being provided.  These cross-references are provided for ease of reference
only and are not meant to be exclusionary to other relevant information in this
Form 20-F, which may relate to the disclosure in question.





6





SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS




The
information presented in or incorporated by reference in this Form 20-F includes
both historical information and “forward-looking statements” (within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended) relating to the future results of
the Company (including projections and business trends), which involve risks and
uncertainties.




Except
for statements of historical fact, certain information contained within
constitutes forward-looking statements.   Forward looking
statements are usually identified by use of certain terminology, including
“will”, “believes”, “may”, “expects”, “should”, “seeks”, “anticipates”, or
“intends” or by discussions of strategy or intentions.  Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause our actual results or achievements to be
materially different for any future results or achievements expressed or implied
by such forward-looking statements. Forward-looking statements are statements
that are not historical facts, and include but are not limited to, estimates and
their underlying assumptions; statements regarding plans, objectives and
expectations with respect to the effectiveness of the Company’s business model;
future operations, products and services; the impact of regulatory initiatives
on the Company’s operations; the size of and opportunities related to the
markets for the Company’s products; general industry and macroeconomic growth
rates; expectations related to possible joint and/or strategic ventures and
statements regarding future performance.





Forward-looking
statements used in this discussion are subject to various risks and
uncertainties, most of which are difficult to predict and generally beyond the
control of the Company.  If risks or uncertainties materialize, or if
underlying assumptions prove incorrect, our actual results may vary materially
from those expected, estimated, or projected.  Forward-looking
statements in this document are not a prediction of future events or
circumstances, and those future events or circumstances may not
occur.  Given these uncertainties, users of the information included
herein, including investors and prospective investors are cautioned not to place
undue reliance on such forward-looking statements.





Investors
are cautioned not to put undue reliance on forward-looking statements, and
should not infer that there has been no change in the affairs of the Company
since the date of this report that would warrant any modification of any
forward-looking statement made in this document or other documents filed
periodically with securities regulators.  All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by this notice.  Except as
required by law, the Company disclaims any intent or obligation to update
publicly these forward-looking statements, whether as a result of new
information, future events or otherwise





The
information in this document is not intended to be comprehensive review of all
matters concerning the Company. The users of this information, including but not
limited to investors and prospective investors, should read it in conjunction
with all other disclosure documents provided including but not limited to all
documents filed on SEDAR www.sedar.com
and www.sec.gov/edgar.shtml.




REPORTING CURRENCY AND FINANCIAL INFORMATION




Currency
and Exchange Rates




Financial
information in this Form 20-F is expressed in Canadian dollars; therefore,
unless otherwise noted, references to “Cdn$” or “$” are to Canadian dollars.
 The following tables sets forth the period-end exchange rate, the average
of the period, and the high and low exchange rates in the period, for the
Canadian dollar in exchange for United States dollars, based upon the inverse of
exchange rates reported by the Federal Reserve Bank of New York at the noon
buying rates in New York City for cable transfers payable in Canadian dollars as
certified for customs purposes.  As of December 31, 2008, the noon rate of
exchange, as reported by the Federal Reserve Bank of New York for the conversion
of United States dollars into Canadian dollars was US $0.8169 (US $1.00 = CDN
$1.2240).  As of May 18, 2009 the noon rate of exchange, as reported by the
Federal Reserve Bank of New York for the conversion of United States dollars
into Canadian dollars was US $1.1756 (US $1.00 = CDN $0.8501).





7





The
following table sets forth the year-end exchange rate, the average of the
calendar year, and the high and low exchange rates in the calendar year for the
Canadian dollar in exchange for United States dollars, for each year during the
previous five years, based upon the inverse of exchange rates reported by the
Federal Reserve Bank of New York at the noon buying rates in New York city for
cable transfers payable in Canadian dollars as certified for customs
purposes.


2008
                            
                            
                            2007
                            
                            
                            2006
                            
                            
                            2005
                            
                            
                            2004Rate
      at October 31
                            
                            $
                            0.8225
                            
                            
                            $
                            1.0531
                            
                            
                            $
                            0.8900
                            
                            
                            $
                            0.8500
                            
                            
                            $
                            0.7600Rate
      at End of Calendar Year
                            
                            
                            0.8170
                            
                            
                            
                            1.0120
                            
                            
                            
                            0.8582
                            
                            
                            
                            0.8579
                            
                            
                            
                            0.8310Average
      Rate During Calendar Year
                            
                            
                            0.9374
                            
                            
                            
                            0.9309
                            
                            
                            
                            0.8818
                            
                            
                            
                            0.8254
                            
                            
                            
                            0.7696High
      Rate Calendar Year
                            
                            
                            1.0162
                            
                            
                            
                            1.1091
                            
                            
                            
                            0.9100
                            
                            
                            
                            0.8690
                            
                            
                            
                            0.8493Low
      Rate Calendar Year
                            
                            
                            0.7710
                            
                            
                            
                            0.8437
                            
                            
                            
                            0.8528
                            
                            
                            
                            0.7872
                            
                            
                            
                            0.7158
  The
following table sets forth the period-end exchange rate, the average of the
period, and the high and low exchange rates in the period for the Canadian
dollar in exchange for United States dollars, for each month during the previous
six months, based upon the inverse of exchange rates reported by the Federal
Reserve Bank of New York at the noon buying rates in New York city for cable
transfers payable in Canadian dollars as certified for customs
purposes.
  April
                        2009
                      
                      
                      March
                        2009
                      
                      
                      February
                        2009
                      
                      
                      January
                        2009
                      
                      
                      December
                        2008
                      
                      
                      November
                        2008Rate
      at End of Period
                      
                      $
                      0.9732
                      
                      
                      $
                      0.7933
                      
                      
                      $
                      0.7868
                      
                      
                      $
                      0.8087
                      
                      
                      $
                      0.8170
                      
                      
                      $
                      0.8091Average
      Rate During Period
                      
                      
                      0.8174
                      
                      
                      
                      0.7908
                      
                      
                      
                      0.8030
                      
                      
                      
                      0.8165
                      
                      
                      
                      0.8172
                      
                      
                      
                      0.8216High
      Rate During Period
                      
                      
                      0.8376
                      
                      
                      
                      0.8167
                      
                      
                      
                      0.8203
                      
                      
                      
                      0.8459
                      
                      
                      
                      0.8360
                      
                      
                      
                      0.8694Low
      Rate During Period
                      
                      
                      0.7911
                      
                      
                      
                      0.7695
                      
                      
                      
                      0.7868
                      
                      
                      
                      0.7844
                      
                      
                      
                      0.7710
                      
                      
                      
                      0.7782
 
 ITEM
1                      IDENTITY
OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS





This item
is not applicable





ITEM
2                      OFFER
STATISTICS AND EXPECTED TIMETABLE





This item
is not applicable





ITEM
3                      KEY
INFORMATION





World
Ventures Inc. (formerly Nu-Dawn Resources Inc.) was incorporated on October 3,
1980 by registration of its Memorandum and Articles under the Company Act of the
Province of British Columbia and has its head office in Nanaimo, British
Columbia. The Company is an exploration stage company. Since its formation, the
Company has been actively engaged primarily in the acquisition, and exploration
of mineral properties. The Company currently holds resource properties in
Canada, United States of America, Costa Rica, and Panama and intends to seek and
acquire additional properties worthy of exploration and
development.




The
Company’s investment and expenditure on exploration properties comprise a
significant portion of the Company’s assets. Realization of the Company’s
investment in those assets is dependent upon obtaining the necessary financing
to continue exploration and development of the properties, the attainment of
successful production from the properties or from the proceeds of their
disposal.




Exploration
and development requires significant amounts of capital and even when funded,
the outcome is dependent on finding sufficient quantities and grades of
minerals, permitting the project, and dealing with various stakeholder groups.
This process takes time, and many factors including commodity prices, political
and economic conditions may change, affecting the viability of the
property.







8





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.




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




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




During
1992, Dydar purchased 1,066,667 shares of common stock for $160,000. During 1992
Dydar sold during the fiscal period via private sale or market sales 1,138,667
shares to bring its total to 10,178,487 shares. During 1993 fiscal period Dydar
exercised part of its option for a total of 784,470 shares and during 1993 sold
784,958 to hold 10,177,999 shares.




During
1994 Dydar sold 1,400,000 shares and purchased 666,666 from treasury through the
takedown of units and warrants at $0.15 per share and Dydar held 9,444,665
shares. During the year 1995, Dydar purchased 56,500 shares $0.14 average per
share bringing the total to 9,501,165. During 1996, Curitiba S.A. purchased from
Dydar Resources Ltd. 7,813,665 shares of Nu-Dawn Resources Inc. for investment
purposes. As of October 31, 2006, Dydar Resources Inc. held 100,000 shares of
World Ventures Inc. in trust for Curitiba S.A.




A.           Selected
financial data





The
following selected consolidated financial data for the years ended October 31,
2008, 2007, 2006, 2005 and 2004 are derived from the audited financial
statements for the periods indicated and should be read in conjunction
therewith. The following selected financial information concerning the Company
is presented in Canadian currency in accordance with U.S. generally accepted
accounting principles (GAAP) as reconciled from the Company's financial
statements, which are presented in accordance with Canadian generally accepted
accounting principles (GAAP). A discussion of differences between Canadian GAAP
and U.S. GAAP is contained within Note 13 to the audited consolidated financial
statements. This information should be read in conjunction with Item 5 –
“Operating and Financial Review and Prospects” and the consolidated financial
statements included in Item 17.




FIVE-YEAR
COMPARATIVE SUMMARY OF CONSOLIDATED SELECTED FINANCIAL DATA


US
      GAAP
                      
                      2008
                      
                      
                      2007
                      
                      
                      2006
                      
                      
                      2005
                      
                      
                      2004Revenue
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      0Costs
      and Expenses
                      
                      
                      (426,843
                      )
                      
                      
                      (427,764
                      )
                      
                      
                      (212,734
                      )
                      
                      
                      (585,703
                      )
                      
                      
                      (210,514
                      )Write
      Down of Debts
                      
                      
                      15,094
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0Expense
      recovery
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      9,406
                      
                      
                      
                      0Write
      Down of Equipment
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0Net
      Income (Loss)
                      
                      
                      (441,937
                      )
                      
                      
                      (427,764
                      )
                      
                      
                      (212,734
                      )
                      
                      
                      (576,297
                      )
                      
                      
                      (210,514
                      )Net
      Income (Loss) Per Share
                      
                      
                      (0.02
                      )
                      
                      
                      (0.03
                      )
                      
                      
                      (0.01
                      )
                      
                      
                      (0.04
                      )
                      
                      
                      (0.02
                      )


9





FIVE-YEAR
COMPARATIVE SUMMARY OF CONSOLIDATED SELECTED FINANCIAL DATA




2008
                      
                      
                      2007
                      
                      
                      2006
                      
                      
                      2005
                      
                      
                      2004Total
      Assets
                      
                      
                      19,845
                      
                      
                      
                      132,598
                      
                      
                      
                      21,070
                      
                      
                      
                      10,825
                      
                      
                      
                      21,828Total
      Liabilities
                      
                      
                      290,906
                      
                      
                      
                      272,333
                      
                      
                      
                      274,511
                      
                      
                      
                      369,252
                      
                      
                      
                      318,299Capital
      Stock
                      
                      
                      8,167,130
                      
                      
                      
                      7,975,093
                      
                      
                      
                      7,605,093
                      
                      
                      
                      7,287,373
                      
                      
                      
                      7,062,373Contributed
      Surplus
                      
                      
                      613,097
                      
                      
                      
                      494,523
                      
                      
                      
                      323,053
                      
                      
                      
                      323,053
                      
                      
                      
                      0Accumulated
      Deficit
                      
                      
                      (9,051,288
                      )
                      
                      
                      (8,609,351
                      )
                      
                      
                      (8,181,587
                      )
                      
                      
                      (7,968,853
                      )
                      
                      
                      (7,358,844
                      )Working
      Capital (-Deficit)
                      
                      
                      (285,830
                      )
                      
                      
                      (140,761
                      )
                      
                      
                      (254,723
                      )
                      
                      
                      (306,521
                      )
                      
                      
                      (299,089
                      )Shareholder’s
      Equity
                      
                      
                      (271,061
                      )
                      
                      
                      (139,735
                      )
                      
                      
                      (253,441
                      )
                      
                      
                      (358,427
                      )
                      
                      
                      (296,471
                      )Cash
      Dividends per Share
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0Capital
      Stock Outstanding
                      
                      
                      20,053,208
                      
                      
                      
                      16,866,154
                      
                      
                      
                      15,166,154
                      
                      
                      
                      13,572,154
                      
                      
                      
                      12,072,154
  Income
(Loss) Per Share was calculated using the weighted average number of common
shares outstanding during the period indicated. The Company has not declared or
paid dividends on its common shares during the last five fiscal
years.





B.           Capitalization
and Indebtedness





This item
is not applicable.





C.           Reasons
for the Offer and Use of the Proceeds





This item
is not applicable.





D.           Risk
Factors





World
Ventures Inc. is an Exploration Stage Company





There are
certain risk factors that could have material affects that are un-quantifiable
at present due to the nature of the Company’s industry and other considerations
including, without limitations as follows:




·
            Exploration
      Development - mineral exploration involves a high degree of risk and few
      properties result in successful production. Even when a prospect is
      discovered and designated, the probability of an individual prospect ever
      having proven reserves is extremely remote.  In all probability the
      properties described herein may not contain any reserves and funds spent
      on exploration may not find any reserves.  Even if the Company
      completes anticipated exploration programs and is successful in
      identifying a mineral deposit, substantial additional funds will need to
      be expended on further drilling and engineering studies before it can be
      ascertained whether there is a commercially viable mineral deposit on the
      property;





·
            Operating
      Risk  – all properties in which the Company has a direct or
      indirect interest will be subject to all the hazards and risks normally
      associated with exploration and development any of which could result in
      damage to property, and possible environmental
  damage;





·
            Commodity
      Prices – the price of the Company’s shares, its financial results, and
      exploration activities have been or may in the future be, adversely
      affected by declines in the price of mineral commodity
    prices;





·
            Foreign
      Operation Risk – properties in Costa Rica and Panama are affected by
      changes in regulation of shift in the political attitudes, which are
      beyond the control of the Company;





·
            Financing
      and Acquisition – exploration activities require substantial additional
      financing. Failure to obtain financing results in delayed or postponed
      exploration and/or acquisition of resource
  properties;









10








·
            Environmental
      – all phases of the Company’s exploration are subject to environmental
      regulation in the various jurisdictions of these resource properties.
      There are no assurances that future changes in environmental regulation
      will not adversely affect the
Company;





·
            Competition
      – the mining industry is intensely competitive industry, and the Company
      competes with numerous companies that have greater financial resources and
      technical facilities available.





World
Ventures Inc. has a Lack of Cash Flows and Financing May Not Be Available to the
Company





World
Ventures Inc. is a developing Company and does not yet have sufficient revenues
to meet its yearly operating and capital requirements. The Company has
historically raised funds necessary to conduct its business primarily through
issuance of equity or debt.  There is no guarantee the Company will be
able to continue to raise funds through additional equity issuances, project
debt financing, joint ventures and /or partnering arrangements.





World
Ventures Inc. is Subject to Certain Mining Hazards




The
business of mining is subject to certain types of risks and hazards, including
environmental hazards, and industrial accidents.  Such occurrences could
result in damage to, or destruction of, mineral properties or production
facilities, personal injury or death, environmental damages, delays in mining,
monetary losses and possible legal liability.  Any payments made with
regards to such liabilities may have a material adverse effect on World Ventures
Inc.'s financial position.  The Company carries insurance to protect itself
against certain risks of mining and processing to the extent that it is
economically feasible but which may not be adequate. World Ventures Inc.
currently does not have any active mining in progress.





World
Ventures Inc. will Require Regulatory Approvals and Operating
Permits.





In the
ordinary course of business, exploration companies are required to seek
regulatory approvals, and operating permits for the federal, provincial and
local governments for commencement of new operations. Obtaining the necessary
regulatory approvals and operating permits is a complex and time-consuming
process involving numerous agencies and often involving public hearings and
costly undertaking by the Company.  The duration and success of
regulatory and permitting efforts are contingent upon many variables outside the
Company’s control.  Environment protection permitting, including the
approval of reclamation plans, may increase costs and cause delays depending on
the nature of the activity to be permitted and the interpretation of applicable
requirements implemented by the permitting authority. There can be no assurance
that all regulatory approvals and operating permits will be obtained and, if
obtained, the costs involved will not exceed those previously estimated by the
Company. It is impossible the costs and delays associated with the compliance
with such standards and regulations could become such that he Company could not
proceed with the development or operations of Resource Property.




Abandonment
and Reclamation Costs and Regulations May Change




World
Ventures Inc. is responsible for complying with terms and conditions of
environmental and regulatory approvals and all laws and regulations regarding
the abandonment of the site and reclamation of its lands at the end of its
economic life, which abandonment and reclamation costs may be substantial.
 A breach of such legislation and/or regulations may result in the
imposition of fines and penalties, including an order for cessation of
operations at the site until satisfactory remedies are made.  Abandonment
and reclamation costs are estimates and since they will be a function of
regulatory requirements at the time, costs of goods and services at the time and
the value of the salvaged equipment may be more or less than the abandonment and
reclamation costs.  World Ventures Inc. currently does not have any
active mining in progress.





Independent
Reviews Provide No Assurance of Future Results





Although
third parties have prepared reviews, reports and projections relating to the
viability and expected performance of the resource properties, it cannot be
assured that these reports, reviews and projections and the assumptions on which
they are based will, over time, prove to be accurate.







11








Personnel
Risks May Impact the Company’s Ability to Carry Out its Operational
Plans





At
October 31, 2007, the Company had 3 directors and one part-time employee. The
Company is relies on the directors, contractors, and consultants to assist in
executing operations and providing technical guidance. As the Company
anticipating growth and expansion of its operations will be dependant on the
ability to attract and hold knowledgeable, expert, experienced management and
employees to explore and develop it’s mineral properties.





There
is a Possibility of Dilution to Present and Prospective
Shareholders





Any
transaction involving the issuance of additional World Ventures Inc shares or
securities may result in dilution, possibly substantial, to present and
prospective holders of Common Shares.





Title
Risks May Result in Title Claims or Disputes





The
Company is satisfied that it has good and proper right, title and interest in
and to the Resource Properties that are currently under exploration. Aboriginal
peoples have claimed aboriginal title and rights to a substantial portion of
western Canada. Certain aboriginal peoples have filed claims against the
Government of Canada.




Enforcement
of Civil Liabilities by Present and Prospective Shareholders May be Adversely
Affected




The
enforcement by investors of civil liabilities under the federal securities laws
of the US may be affected adversely by the fact that the Company is incorporated
under the laws of British Columbia, Canada, that the independent auditors who
have audited the Company's financial statements and some or all of its directors
and officers may be residents of Canada or elsewhere, and that all or a
substantial portion of the Company's assets and said persons are located outside
the US.  As a result, it may be difficult for holders of the Common Shares
to effect service of process within the US upon people who are not residents of
the US or to realize in the US upon judgments of courts of the US predicated
upon civil liabilities under the federal securities laws of the US.





ITEM
4                      INFORMATION
ON WORLD VENTURES INC.





A.           History
and Development of World Ventures Inc.





World
Ventures Inc. (the “Company”) (formerly Nu-Dawn Resources Inc.) effected a name
change on June 28th, 1999.
World Ventures Inc. (formerly Nu-Dawn Resources Inc.) was incorporated on
October 3rd, 1980
by registration of its Memorandum and Articles under the Company Act of the
Province of British Columbia.




World
Ventures Inc.’s head office is located at 102 Piper Crescent, Nanaimo, British
Columbia, Canada, V9T 3G3, Telephone: (250) 756-0291. The Company’s registered
office is located at Suite 1600 – 609 Granville Street, Vancouver, British
Columbia, Canada.





Since its
formation, the Company has been engaged in the acquisition and exploration of
mineral properties. In 1999, the Company changed its direction of business to
pursue real estate and land development. In 2001, the Company ceased its pursuit
of real estate and land development and resumed its historical business of
acquisition and exploration of mineral properties. The Company presently
operates the mineral exploration and development business in the United States,
Canada, Panama and Costa Rica. The Company continues to maintain its mineral
holdings with the intent to explore, develop and recruit buyers or joint venture
partners for their projects. The Company will continue to pursue mining projects
in North and Central America.





Principal
Capital Expenditures





The
Company has invested principally in its resource properties in the Lapon Canyon
- Nevada Property, Crystal Springs - Saskatchewan Property, and Triton - Ontario
Property over the last five years.  Over the past five years, $480,724 has
been invested in resource properties for legal fees, consulting fees, lease
costs, and travel expenditures. There have been no significant divestitures or
disposals over the past three years.










12








B.          Business
Overview





World
Ventures Inc., remains in the exploration stage. The Company is not presently
engaged in extracting minerals from any of its properties and has not generated
any revenues to date.  Our focus for the last four years has been on
their principal resource properties; Lapon Canyon Property, located in Mineral
County Nevada, near Reno Nevada, United States; Triton Propertylocated inthe McMurchy Township,
Shining Tree Mining District, Ontario, Canada; and Crystal Springs
Property,located
inCentral
Saskatchewan, Canada.





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





There has
been no public announcement of, nor has the Company otherwise made public
information about, any new product or industry segment of the Company requiring
the investment by the Company of a material amount of its total assets, or which
is otherwise material to the Company’s operations. The Company has not engaged
in any material research and development activities during its last three fiscal
years except to the extent that it conducted mineral exploration activities
However, should the Company determine to commence production of a resource
property, this would require large expenditures and commitment of funds neither
of which are presently available to the Company.





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




The
Company has no material patents, trademarks, licenses, franchises or concessions
except insofar as mining claims or properties acquired from the Canadian,
American, Panamian and Costa Rican governments. The Company believes it is in
compliance with all applicable obligations regarding such titles. The Company’s
business is seasonal only to the extent that severe winter conditions may limit
the Company’s exploratory activities or future mill operating
activities.




The
Company is not dependent upon a single or few customers for revenues. The nature
of the Company’s business precludes a backlog of orders. No portion of the
Company’s business is subject to renegotiation of profits or termination of
contracts or subcontracts at the election of the government. The Company does
not foresee that there is any risk to the conduct of its business in the United
States, Canada, Panama, and Costa Rica.




The
Company, like any business involved in the extraction or processing of mineral
properties, may be required to make extensive capital expenditures in the future
to protect the environment and to comply with applicable environmental
regulations in connection with any exploration, development, mining or milling
activities. As of the end of 2007 fiscal year, the Company was engaged in no
such activities. However, such capital expenditures or requirements could effect
the Company’s competitive position in the business and, conceivably, could limit
the Company’s availability to enter into some projects. No capital expenditures
for environmental control facilities have been made and the Company does not
expect to make any such expenditure during the current or coming fiscal
year.












13





RESOURCE
PROPERTIES





Triton
Property, MacMurchy Township, Shining Tree Mining District, Ontario,
Canada


Potential
Mineral Commodity: Gold





No longer
held by the Company. This property is located in MacMurchy Township, Larder
Lake, Mining District, Ontario, Canada shown on Figures 1, 2,and 3. The property
consists of five unpatented mining claims as shown below totaling approximately
200 acres.




Claim
      Number
                    Expiration
      DateL452375
                    June
      1, 2009L504544
                    June
      1, 2009L504574
                    June
      1, 2009L504578
                    June
      1, 2009L504579
                    June
      1, 2009


The
Property is in the exploration stage.  There are no known mineral
resources on the property.  There are no immediate planned exploration
programs for the Property.  Work requirements of $200 per claim per
year are required to maintain the Property in good standing. Anticipated work on
the Property will be funded by either capital raised by equity funding or joint
venture partnership funding. Access to the Property is by light-truck on
unimproved logging roads. Water is available on the Property. Power for any
operations would be provided by portable equipment as the Property is remote
from power lines.





Historically
the Company held a 50% interest in a joint-venture basis with Greater Temagami
Mines Ltd. (“Temagami”), an unaffiliated corporation, in five unsurveyed mining
claims in the Shiningtree area of the Larder Lake mining division, Ontario,
Canada. In 2004, the Company acquired an additional 50% interest in the Triton
property from Temagami Mines Ltd., subject to a 1% royalty payable to
Teck-Cominco Limited (Temagami being a wholly-owned subsidiary). World Ventures
Inc. had entered into a letter of intent with Starfire Minerals Inc., whereby
Starfire could earn a 50% interest in the Triton Property by providing
exploration expenditures of $500,000 over a five-year period. Under this
agreement World Ventures Inc. would not have committed any funds to this project
until Starfire Minerals Inc. earned a 50% interest. In addition, World Ventures
Inc. would have received 200,000 common shares of Starfire Minerals Inc. upon
finalization of the agreement.





Starfire
Minerals Inc. informed the Company that they had carried out a ground
magnetometer and electromagnetic survey on the Triton property. Starfire
Minerals Inc. further advised the Company that approximately 800 acres of mining
claims had been added to the Triton property. These additional claims have since
lapsed. On July 18th, 2005
the Company announced that Starfire Minerals Inc. had relinquished its right to
earn 50% interest in the property. In November 2005, the Company carried out an
E-M survey on the Triton Property to cover assessment work obligations. In late
2007, the Company conduced additional surface sampling of vein structures,
largely for assessment work purposes to maintain the claims in good
standing.





The
Property is underlain by Precambrian-aged metavolcanic which contains
occurrences of quartz veins containing gold values as reported in historical
reports. A prospect shaft to 110 feet in depth with 145 feet of lateral workings
is described in old Company reports. Gold assay values reported are historical
in nature and cannot be relied upon.  Drilling conducted by
Teck-Cominco in 1985-1988 is reported to have intersected gold values but this
information is historical in nature and cannot be relied upon.  In March
2009, the Company claims lapsed, and the Company has written off its investment
of $8,928 in the property.







14







FIGURE
1





LOCATION
MAP – TRITON PROPERTY


Near Timmins, MacMurchy Township,
Shinning Tree District, Ontario








Ontario








15





FIGURE
2





LOCATION
MAP – TRITON PROPERTY


Shinning
Tree District

















16





FIGURE
3





CLAIMS
MAP – TRITON PROPERTY


MacMurchy
Township














17








Crystal
Springs Property, Central Saskatchewan, Canada


Potential
Mineral Commodities: Diamonds, Gold, Copper and Iron





The
Company acquired mineral rights covering 540 acres, Section 21, Township 44,
Range 20, West of the Second Meridian, near Crystal Springs area, near Fort a la
Corne, Saskatchewan, Canada as shown on Figure 4. This tract of land is
prospective for diamonds, gold, copper and iron, is held as private land mineral
rights. The Company also held Saskatchewan Mineral Claims covering 57,000 acres
(23,700 hectares) that were filed in July 2005, but they are no longer
held.




This land
holding as shown in Figure 4 lies to the south of a regional diamond exploration
play in the vicinity of Fort a la Corne. Diamond exploration began in the late
1980’s and has accelerated recently. Numerous diamondiferous kimberlite pipes
have been discovered with the Star Kimberlite being the most prominent,
currently undergoing underground testing by Shore Gold Inc.




The
Company’s land position was acquired based on results of a preliminary
investigation carried out in the area by the Company in 1995 and 1996. The
exploration targets are of two conceptual types; one being the kimberlite pipes
that may be present, cutting vertically across flat lying sedimentary rocks
overlying an older Precambrian basement assemblage: the other being postulated
gold-copper bearing iron formations in the underlying Precambrian basement, as
suggested by an airborne magnetic survey conducted by the Company in
1995.




Approximately
640 acres are private minerals rights of Mrs. M. Lanctot and Mr. A Lanctot. The
Company entered into a lease purchase agreement dated July 1, 2005 with Mrs. M.
Lanctot and Mr. A. Lanctot ("Lanctots") to acquire the right to explore, develop
and mine a property located in the vicinity of Fort a la Corne, Saskatchewan,
Canada (“Crystal Springs Property”).   The initial lease term is
ten years with the first payment of $2,000 upon execution of the agreement on,
March 31, 2006 and an annual sum of $4,000 for a total of $38,000 over the term
of the lease.




The
Company has an option to purchase the 640-acre Crystal Springs Property upon
commercial development. Upon commencing mining operations on the Property, the
Company will pay Lanctots a production royalty equal to 5% of net profits and
$4,000 per annum. Expenditures for 2007 were $4,000 and in 2006 total $12,732.
There were no expenditures for this property in 2005 or 2004.  The
Saskatchewan Mineral Claims require the expenditure of  $12 per
hectare for years starting 2-10 to maintain Mineral Claims in good standing. As
no work was completed or filed on these claims they have lapsed. There are no
known mineral resources on the property.  There are no current plans
to conduct exploration programs for the Property. Any work to be conducted on
this Property will be subjected to the raising of funds by equity funding or
joint venture partnership funding.  The claims remain active and good
standing, the Company has written off its investment of $27,150 at October 31,
2008.












18





FIGURE
4









LOCATION
MAP – CRYSTAL SPRINGS PROPERTY


Near Melfort, Section 21, Township 44
Range 20, West of the Second Meridian








SASKATCHEWAN





Crystal
Springs















19





Kootenay
Property, near Salmo, British Columbia, Canada


Potential
Mineral Commodities: Molybdenum, Tungsten, Lead, Zinc, Gold, Silver and
Copper





The
Jersey-EmeraId Property in the Nelson Mining Division, Kootenay Region of
British Columbia, Canada is a former producer of lead-zinc and
tungsten.  The Company retained a 1.5% net smelter return royalty when
it sold the property some years ago during a period of depressed metal
prices.  Since 1995 Sultan Minerals Inc. (“Sultan”) of Vancouver,
British Columbia, Canada, the current owner of the property, has conducted
exploration on the molybdenum, tungsten, lead and zinc potential of the
property.  The Company makes no expenditures for exploration on the
Property but does pay taxes on two retained surface lots in the area totalling
$237 per year.





Sultan
has released a series of updates on the status of the molybdenum, tungsten, and
lead-zinc evaluation programs. An estimate for resources for each of molybdenum
and tungsten has been prepared for the modest tonnage higher-grade portions of
the deposits.  Additional evaluation continues of the potential for
much larger bulk tonnages of tungsten, molybdenum and gold.  Sultan is
also in the process of reviewing the resource potential of the lead and zinc
mineralization remaining in and adjacent to the mine workings from previous
production episodes.  The Property is accessed by paved highway and
improved roads. Power and water are available on site.





In a
scoping study by Wardrop Engineering Inc. on May, 2007 the resources are as
stated below and filed on SEDAR by Sultan Minerals Inc.





Table 1.1
Total WO3Resource for
Jersey Project





Classification
                            
                            Cutoff
                            
                            
                            Tons>Cutoff
                            
                            
                            WO3 %
                            
                            
                            Pounds
      of WO3Measured
                            
                            
                            0.15
                            
                            
                            
                            1,200,000
                            
                            
                            
                            0.379
                            
                            
                            
                            9,096,000Indicated
                            
                            
                            0.15
                            
                            
                            
                            1,310,000
                            
                            
                            
                            0.365
                            
                            
                            
                            9,563,000Measured
      Plus Indicated
                            
                            
                            0.15
                            
                            
                            
                            2,510,000
                            
                            
                            
                            0.372
                            
                            
                            
                            18,674,000Inferred
                            
                            
                            0.15
                            
                            
                            
                            1,210,000
                            
                            
                            
                            0.397
                            
                            
                            
                            9,607,000





Table 1.2
Total Mo Resources for Dodger for Dodger 4200 Zone





Mo
      Cutoff
                  Tons>Cutoff
      (tons)
                  Grade
      > CutoffMo
      (%)
                  Pounds
      MoIndicated
      Resource0.05
                  28,000
                  0.098
                  54,880Inferred
      Resource0.05
                  481,000
                  0.103
                  990,860





The
Company monitors the exploration activity on the Property to track the potential
values of the retained royalty interest.





Lapon
Canyon Property, Mineral County Nevada, near Reno Nevada, United
States


Potential
Mineral Commodities: Gold and Silver





The
property as shown on Figures 5, 6, and 7 covers a gold-bearing complex vein
structure that has had minor historical production from two mine adit levels
with additional exploration on a third adit level. There are no known mineral
resources on this Property. The Company entered into a Lease Purchase Agreement
dated June 6, 2002 with Mr. Donald B. Potts ("Potts") to acquire the right to
explore, develop and mine the property located in Mineral County, Nevada, USA
(the "Property"). The initial lease term is five years but can be extended for
an additional five years, and for so long thereafter as minerals are mined and
produced from the Property. Upon commencing production of valuable minerals from
the property, the Company shall pay Potts a royalty on production equal to 4% of
net smelter returns.





Pursuant
to a Letter Agreement with Potts dated May 2, 2002, the Company has paid to
Potts the sum of $US 11,000 which included the royalty payment due on June 6,
2002. Subsequent to the Company’s October 31, 2006 year-end, the Company and
Potts amended the Lease Purchase Agreement with an Amendment Agreement Letter
dated January 16, 2007. The
Amendment Agreement Letter amended the Term of the Lease to automatically extend
the lease for an additional 5 years to June 6, 2012 and a minor amendment to the
Minimum Royalties Payments.





20












Payment Period
                  Amount Monthly US$(i)  July
      6, 2002 through February 6, 2003(paid)
                  $
      1,000(ii)  March
      6, 2003 through November 6, 2003(paid)
                  $
      1,500(iii)  December
      6, 2003 through August 6, 2004(paid)
                  $
      2,000(iv)  September
      6, 2004 through May 4, 2005(paid)
                  $
      2,500(v)  June
      6, 2005 through February 6, 2006(paid)
                  $
      3,000(vi)  March
      6, 2006 through November 6, 2006(paid)
                  $
      3,500(vii)  December
      6, 2006 through August 6, 2007(paid)
                  $
      4,000(viii)  September
      6, 2007 through the 6th day of each month thereafter
                  $
      4,500(paid
      to May 2009)





Potts
granted the Company the exclusive right and option to purchase the Property for
US$ 1,250,000 or 50% of the unpaid balance at any time during the initial or
extended terms of the lease. Upon exercise of this option by the Company, Potts
shall transfer the property to the Company with a reserved royalty on production
equal to 0.5% of net smelter returns.





The Lapon
Canyon Property located in Mineral County, Nevada, USA consists of the following
claims totaling approximately 1,000 acres:




TABLE
1


SLEEPER
CLAIM GROUP





CLAIMS
                BLM
      SERIAL No.
                LOCATION
      DATESleeper
      1-3
                699414
      – 416
                Feb
      16, 1994Sleeper
      4-10
                699417
      – 423
                Feb.
      26, 1994Sleeper
      11-12
                699424
      – 424
                Mar.
      3, 1994Sleeper
      13-14
                708229
      – 230
                Sep.
      9, 1994Sleeper
      15
                708231
                Sep.
      14, 1994Sleeper
      16-18
                708232
      – 234
                Sep.
      9, 1994Sleeper
      19
                708235
                Sep.
      9, 1994





The
Property is accessed by truck from an improved county road along two miles of
unimproved access road.  Water is available on site.  Power
is accessible within ten (10) miles.





J. H.
Montgomery, Ph.D., P. Eng. and N. Barr, B. Sc., the Company’s Consultants
recommend that a US$ 1 million dollar exploration program be carried out on the
Company’s Lapon Canyon gold project. On July 31st, 2004
the Company applied to the Regional Office of The Bureau of Land Management for
permits to carry out its exploration program and received approval for the
permits on September 16th, 2004.
The Company is required to post a reclamation bond in the amount of $2,500 US
and will have to apply for renewal of the earlier permits.





Expenditures
to date on the property total $480,723, (total expenditures of $78,248 in 2008,
total expenditures of $92,490 for 2007 and $45,682 in 2006) including lease
obligations, preliminary and on-going evaluation costs, and the costs of an
independent NI 43-101report.
 
 This
Property is in the exploration stage. The Company signed a letter of intent
date April 9, 2009 with Kelward Overseas Corp. under which the expenditures of
the exploration of the property will be funded to the extent of $750,000 for a
50% interest in the property. The initial $100,000 of expenditures will earn
Kelward Overseas Corp.  20% interest in the property. Kelward Overseas
Corp can earn the additional 30% interest by making exploration expenditures of
$650,000 within two years of the letter of intent within the context of the
exploration program of the Company. A work program is being formulized for the
project.








21





FIGURE
5





LOCATION
MAP – LAPON CANYON PROPERTY


Near Reno, Mount Grant Mining District,
Mineral County, Nevada








NEVADA




Lapon
Canyon











22





FIGURE
6





LOCATION
MAP – LAPON CANYON PROPERTY


Mineral County,
Nevada

















23





FIGURE
7
 
 CLAIMS
MAP – LAPON CANYON PROPERTY
 Mineral County,
Nevada
 
    
  24
   Gladiator,
Arizona, United States
 
 The
Company entered into an option agreement on January 14, 2000 with Curitiba S.A.,
a Costa Rican corporation, to acquire 100% of the issued and outstanding shares
of Nor-Quest Arizona Inc., an Arizona corporation. Nor-Quest Arizona Inc. has
title to 170 acres within the Prescott National Forest in the State of Arizona.
The option expired January 14, 2002; however, as part of the original agreement,
the Company agreed to pay any property tax balance outstanding during the option
period. During 2004, the Company paid the outstanding arrears taxes of $5,549
relating to the option period.  There were no expenditures by the
Company for this property in 2006 or 2005. The Company entered into a letter of
intent to purchase the outstanding and issued common shares of Nor-Quest Arizona
Inc. on April 11, 2007, the letter is exercisable until March 31, 2009. The
Company has written off its investment of $21,156. The company continues to
evaluate the opportunity to acquire this property.
 
 Guanacaste,
Costa Rica
 
 Pursuant
to an option agreement dated October 23, 1995 and amended February 27, 1996
between the Company and Minera Oceanica S.A., the Company acquired an option for
the mineral and surface rights in Concession 6622 situated in the Juntas de
Abangares, District of Guanacaste, Costa Rica, subject to a 10% royalty in
favour of Minera Oceanica S.A. on operating profits derived from the property,
or US $100,000 per year, whichever is greater.  This royalty has
been waived indefinitely until the commencement of production. Finder’s fees of
$22,500 have been included in the cost of resource properties. The Company wrote
down the property ($395,496) during 2003 and as at October 31, 2007 the Company
is holding the rights for future use. There were no expenditures by the Company
for this property in 2007, 2006 or 2005. The Company monitors mineral
exploration in Costa Rica. There is no known mineral resource on this
Property.   The Company has no planned exploration for this
property.  The Property is not a material Property.  The
Company plans to review the climate for mineral exploration in Costa Rica and
subject to financing may initiate activity there.
 
 Pan-Oro,
Panama
 
 During
1995, the Company entered into a letter of agreement with Grande Portage
Resources Ltd. to enter into a joint venture agreement to develop mineral
concessions in Panama.  The agreement has not yet been concluded and
regulatory approval remains outstanding.  During 2001, the Company
decided to write-down its investment in this property to a nominal carrying
value.  The Company still
retaineds
the right to resume exploration on this property.  The Company has a
90% ownership interest in Pan-Oro S.A., an inactive Panamanian corporation. As
at October 31, 2007, the Company is not actively conducting exploration in
Panama. There were no expenditures by the Company for this property in 2007,
2006 or 2005. The Company abandoned its rights in Panama during the fiscal year
and has written off the carrying value of the investment. This Property is not a
material Property, however the Company monitors activity in Panama and may renew
activity in that area.
 
 C.           Organizational
Structure
 
 World
Ventures Inc. has one inactive, wholly owned subsidiary, World Ventures (Nevada)
Inc. incorporated pursuant to the Corporations Act (State of
Nevada).  The Company currently has no joint ventures
partnerships.
 
 D.           Property,
Plants and Equipment
 
 Office
Space
 
 World
Ventures Inc. maintains its head office in Nanaimo, British Columbia, Canada.
During fiscal year ended October 31, 2007, the Company employed one part-time
office manager who provided services to the company on a contract basis. Most
Company operations will be conducted by the directors on a part time basis or by
outside contractors. The rental commitment is $12,000 per year.
 
 Resource
Properties
 
 World
Ventures Inc.’s resource properties are located in Lapon Canyon Property,
located in Mineral County Nevada, near Reno Nevada, United States; Triton
Propertylocated
inthe MacMurchy
Township, Shining Tree Mining District, Ontario, Canada; and Crystal Springs
Property,located
inCentral
Saskatchewan, Canada. This information should be read in conjunction with Item
4B “Resource Properties” and the consolidated financial statements included in
Item 17.
  25
  Mineral
Permits and Leases
 
 World
Ventures Inc. holds mineral claims conveying the right to explore for metallic
and industrial minerals issued by the Nevada Regional Office of the Bureau of
Land Management for the Lapon Canyon Nevada Property; by the Ontario Natural
Resources Department for the Triton Ontario Property; and a private mineral
lease for the Crystal Springs Saskatchewan Property. This information should be
read in conjunction with Item 4B “Resource Properties” and the consolidated
financial statements included in Item 17.
 
 World
Ventures Inc. also holds mineral claims issued by Ontario Natural Resources
Department for the Triton Ontario Property required too maintain annual
assessment work on the mineral claims totaling $2,000, no expiration
date.
 
 ITEM
4A                      UNRESOLVED
STAFF COMMENTS
 
 This item
is not applicable
 
 ITEM
5                      OPERATING
AND FINANCIAL REVIEW AND PROSPECTS
 
 General
 
 This
discussion date May 20, 2009 is intended to assist readers with a better
understanding and evaluation World Ventures Inc.’s (“WVI” or the “Company”)
history, business environment, strategies, performance and risk factors as well
as the financial condition and operations for the fourth quarter and year ended
October 31, 2008. The following Management Discussion and Analysis (“MD&A”)
should be read in conjunction with the audited financial statements and related
notes thereto for the year ended October 31, 2008, the Director’s Report to
Shareholders, and other management discussion included in the Company’s Annual
Report. The information in this report includes information available to May 20,
2009.
 
 Except
where otherwise noted, all dollar amounts are stated in Canadian dollars. The
data included was prepared in accordance with Canadian Generally Accepted
Accounting Principles (GAAP), which differ form US GAAP.
 
 For
a discussion of these differences, see the notes to the Company’s consolidated
Financial Statements in “Item 17 – Financial Statements”. Further financial
information regarding the World Ventures
Inc. is available at www.sedar.com
and at www.sec.gov/edgar.shtml
 
 This
MD&A contains forward-looking statements with respect to expected financial
performance, strategy and business conditions. These statements involve risks
and uncertainties, are based on assumptions and estimates, and therefore actual
results may differ materially from those expressed or implied by World Ventures
Inc. Factors which may cause such differences include, but are not limited to,
general economic and market conditions including interest and foreign exchange
rates, investment performance, global and domestic financial markets, the
competitive industry environment, legislative and regulatory changes,
technological developments, catastrophic events and other business
risks.  The reader is cautioned against undue reliance on these
forward-looking statements. Certain totals, subtotals and percentages may not
reconcile due to rounding.
 A.           Operating
Results
  The
Company’s consolidated financial statements for the year ended October 31, 2008
with comparatives have been prepared in accordance with Canadian Generally
Accepted accounting principles. The Company’s financial reporting is in Canadian
dollars. The Company has included in the consolidated financial statements
reconciliation between Canadian Generally Accepted Accounting Principles and
United States Generally Accepted Accounting Principles. The reconciliation and
explanation of the differences are in Note 13, pages 75 through 79.
 
 Differences
in income (losses) by the Company in the various periods are caused entirely by
variations in the amounts that the Company incurred in its day-to-day operations
and, primarily in raising funds or conducting exploration work on its Lapon
Canyon-Nevada Property, Triton-Ontario Property, and Crystal
Springs-Saskatchewan Property.
 
 The Lapon
Canyon, Nevada Property is a gold-bearing vein structure with historical
exploration and minor production on three levels Proposed exploration consisting
of opening, re-examining, sampling, and drilling of extensions has not been
started to date.
  26
  The
Crystal Springs, Saskatchewan diamond gold exploration target was acquired
during the 2006 year.  The required drill testing for possible diamond
pipes, and drill testing for potential gold-copper-iron targets in the basement
rock have not yet been initiated.  Monitoring of diamond exploration
activity within the kimberlite field to the north continually evaluates the
region for exploration potential.
 
 The
Kootenay (Jersey-Emerald) Property royalty interest covers production from the
several potential targets. An extensive program by Sultan Minerals Inc., the
current owner of property is ongoing and is monitored on continued
basis.
 
 As the
Company is in the exploration stage of investigating, evaluating its minerals
properties, revenues remained unchanged at $0 in 2008, 2007, and 2006,
reflective of the nature of a mining exploration company.
 
 In the
current year ended October 31, 2008 the Company continues to incur general and
administrative expenses consistent with the previous 12 months. The Company
incurred expenditures for Lapon Canyon-Nevada Property consistent with the same
12-month period in the previous year. In additional, the Company incurred
expenditures for Crystal Springs–Saskatchewan Property and Triton–Ontario
Property. Total expenditures for all resource properties for the 2008 total
$105,949 (net of recoveries), for 2007 total expenditures were $107,291,
compared to 2006 total of expenditures were $60,414., in 2005 total expenditures
were $108,328, and for 2004 total $86,333. Financial results for the 2008 are
reflective on the continued activity of the Company with a net loss of $
393,233, in 2007 a net loss of $320,473 in 2006 a net loss of $152,320, in 2005
net loss of $467,969, and in 2004 a net loss of $124,181.
 
 Financial
results for the years of 2008, 2007 and 2005 the Company reported a net loss of
$393,233, $320,473 and $467,969 respectively including a significant change in
accounting policy effective November 1, 2003, per the recommendations of the
Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 3870, for
Stock-based compensation and other stock-based payments. In accordance with the
CICA policy the Company has accounted for stock options granted to directors,
employees and consultants using the fair market value method. As a result the
preceding the Company has recognized $60,156 in 2008, $171,470 in 2007 and in
2005, $289,341 stock-based compensation in the years net losses, and an
additional $33,712, which was charged to the opening deficit in the previous
year in 2004.
 
 Expenses
for 2008, 2007, and 2006, are comparative across all categories. Specific
expenses of note during the 2008, 2007, and 2006 fiscal years are as
follows:
 
 ·
                Professional
      fees with $53,869 , $19,973 in 2007 compared to $37,436 in 2006, $15,768
      in 2005 and $18,910 in 2004 as result of increase costs of auditing
      fees;
 ·
                Travel
      and Promotion with increase to $68,380 from $25,547 in 2007 compared to
      $45,252 in 2006, $97,587 in 2005 and $37,452 in 2004, expenditures vary
      depending management activities and public relations
      expenditures;
 ·
                Office
      Administration is $54,783, $47,323 in 2007 compared to 2006 of $28,403,
      2005 of $12,356 and $10,701 in 2004, increase related to increased
      administration, regulatory, and filing
  requirements;
 ·
                Interest
      and Bank Charges increase to $6,385, $5,668 in 2007, compared to $8,025 in
      2006, $6,505 in 2005, and $17,860 in 2004, changes from year due to
      interest expenditures;
 ·
                Office
      and sundry decrease to $7,758 from $21,882 in 2007, compared
      to$7,513  in 2006, $11,148 in 2005, and $5,479 for 2004, the
      increase in 2007 attributable to increased computer
    software.
 ·
                Consulting
      fees paid for 2008 is $96,000, 2007 was $28,500 compared to 2006 of
      $44,182 and $54,772 in 2005, and $0 in
2004;
 ·
                No
      Corporate capital taxes were paid during 2008, 2007, 2006, 2005 and 2004
      years.
 ·
                Included
      expenditures for services paid to an individual related to the Past
      President of the Company for the 2008 in the amount of $12,000 ($12,000 in
      both 2007 and 2006 fiscal years).
 ·
                The
      Company has included expenditures for consulting fees paid to an officer
      of the Company in the current year of $96,000 and $28,500 in 2007 compared
      to $2,000 in 2006 (2005 - $54,772 and $0 in
  2004)
 
 There are
no trends, commitments, events or uncertainties presently known or identifiable
to management that are reasonably expected to have a material affect on the
Company’s business, financial position, or results of operations. The nature of
the Company’s business is the demanding of capital for property acquisition
costs, exploration commitments and holding costs. The Company intends to utilize
cash on hand to meet these obligations and will continue to raise funds by
equity financings as necessary to augment this cash position, as it does not
have sufficient operating cash flow.
  27
   There
are certain risk factors that could have material affects that are
un-quantifiable at present due to the nature of the Company’s industry and other
considerations as follows:


·
            Commodity
      Prices – the price of the Company’s shares, its financial results, and
      exploration activities have been or may in the future be, adversely
      affected by declines in the price of mineral commodity
    prices;


·
            Foreign
      Operation Risk – properties in Costa Rica and Panama are affected by
      changes in regulation of shift in the political attitudes, which are
      beyond the control of the Company;


·
            Financing
      and Acquisition – exploration activities require substantial additional
      financing. Failure to obtain financing results in delayed or postponed
      exploration and/or acquisition of resource
  properties;


·
            Environmental
      – all phases of the Company’s exploration are subject to environmental
      regulation in the various jurisdictions of these resource properties.
      There are no assurances that future changes in environmental regulation
      will not adversely affect the
Company;


·
            Competition
      – the mining industry is intensely competitive industry, and the Company
      competes with numerous companies that have greater financial resources and
      technical facilities available.




B.           Liquidity
and Capital Resources




As at
October 31, 2008 the Company had a cash position of $410 and in 2007 $126,338
compared to $171,103 in 2006, $4,391 as at October 31, 2005 and $15,667 as at
October 31, 2004. As at October 31, 2008, the Company reported a working capital
deficiency of $285,830 compared with working capital deficiency of $140,761 as
at October 31, 2007, and working capital deficiency of $254,723 as at October
31, 2006, compared with the October 31, 2005 a working capital deficiency of
$360,521 and October 31, 2004 working capital deficiency of
$299,089.  The net working capital is not sufficient for the Company’s
present requirements. The Company has continued to provide capital through
equity financing and proposes to meet any further working capital requirements
through equity financings on acceptable terms in order to enable us to complete
any plan of operation.
 
 The
financial statements have been prepared on a going concern basis which assumes
that the Company will continue to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has no revenue generating properties at this time, and has generally
incurred losses since inception.
 
 The net
working capital is not sufficient for the Company’s present requirements. The
Company has continued to provide capital through equity financing and proposes
to meet any further working capital requirements through equity financings on
acceptable terms in order to enable us to complete any plan of operations.  Please review
“Subsequent Events” – Page 24.
 
 In
October 2008, the Company completed a non-brokered private placement of 546,065
units at $0.10 per unit. Each unit is comprised of one common share and one
common share purchase warrant exercisable for 24 months. The warrants are
exercisable at $0.10 per share in the first year and at $0.10 in the second
year. The Company issued the units on October 30, 2008.
  In
September 2008, the Company completed a non-brokered private placement of
106,781  units at $0.10 per unit. Each unit is comprised of one common
share and one common share purchase warrant exercisable for 24 months. The
warrants are exercisable at $0.10 per share in the first year and at $0.15 in
the second year.
 
 In August
2008, the Company agreed to issue 706,142 shares to certain creditors to
extinguish accounts payable totalling $70,614. The Company and the creditors
agreed upon an assigned value of $0.10 per share. Of the 706,142 shares issued
317,990 shares were issued to directors of the Company to settle debts of
$31,799.
  In June
2008, the Company completed non-brokered private placements to issue 333,333
units at $0.15 per unit for proceeds of $50,000 .  Each unit is
comprised of one common share and one share purchase warrant, each warrant
entitling the holder to purchase one additional common share at a price of $0.30
per share for a period of two years from the date of issue. The Company issued
the units 100,000 on June 12, 2008 and the remainder of 233,333 units on
September 9, 2008. Finders Fee of 8% for a total of 8,000 common shares was
paid. 
 In
February 2008, the Company completed non-brokered private placements to issue
561,733 units at $0.09 per unit for proceeds of $50,556.  Each unit is
comprised of one common share and one share purchase warrant, each warrant
entitling the holder to purchase one additional common share at a price of $0.15
per share for a period of two years from the date of issue. The Company issued
the units on February 27, 2008.





28





In
November 2007, the Company issued 100,000 common shares as security for accounts
payable pursuant to a court settlement. The Company was required to make monthly
payments of $1,000 for 14 months and issued shares as security over the period
the debt was to be repaid. Once the Company has extinguished the debt, the
Company will cancel the shares. The shares of the Company are currently being
held in trust with the lawyer of their creditor.
  In July
2007, the Company completed non-brokered private placements to issue 825,000
units at $0.20 per unit for proceeds of $165,000.  Each unit is
comprised of one common share and one share purchase warrant, each warrant
entitling the holder to purchase one additional common share at a price of $0.30
per share for a period of two years from the date of issue. The Company issued
the units on November 28, 2007.
 
 In
February 2007, the Company negotiated a non-brokered private placement of
580,000 common units at a purchase price of $0.15 per unit for proceeds of
$87,000. Each unit is composed of one common share and one common share warrant
exercisable for 24 months from date of issue at a price of $0.30 per warrant.
The Company issued the units on July 11, 2007.
 
 In
January 2007, the Company negotiated a non-brokered private placement of 120,000
common units at a purchase price of $0.15 per unit for proceeds of $18,000. Each
unit is composed of one common share and one common share warrant exercisable
for 24 months from date of issue at a price of $0.30 per warrant. The Company
issued the units on July 11, 2007.
 
 On
November 20, 2006, the Company completed a non-brokered private placement of
1,000,000 units at $0.10 per unit. Each unit is comprised of one common share
and one common share purchase warrant exercisable for 24 months. The warrants
are exercisable at $0.10 per share in the first year and at $0.15 in the second
year.  Of the 1,000,000 common shares issued, 370,960 common shares
were issued to settle a $37,096 debt incurred on behalf of the Company by an
officer of the Company and 629,040 common shares were issued for proceeds of
$62,904.  The Company issued the units on February 28,
2007
 
 In
respect to the above private placements totalling 3,072,912 units, if the
Company’s shares trade on the OTC B:B at a price greater than or equal to $0.50
per share at any time during the trading day for a period of ten consecutive
trading days (the Premium Trading Days) the exercise period shall be shortened
to a period of 14 calendar days commencing on that day that is the tenth Premium
Trading Day.
 
 The
funding raised as noted and any additional funds raised will be used for the
Company’s exploration programs located in Nevada, and Saskatchewan, if
warranted, to pursue other business opportunities and for general working
capital.
 
 The
Company entered into a lease purchase agreement dated June 6, 2002 with Mr.
Donald B. Potts ("Potts") to acquire the right to explore, develop and mine a
property located in Mineral County, Nevada, USA (the "Property").  The
initial lease term is five years but can be extended for an additional five
years, and for so long thereafter as minerals are mined and produced from the
Property. Upon commencing production of valuable minerals from the Property, the
Company will pay Potts a royalty on production equal to 4% of net smelter
returns.
 
 Future
royalty payments are payable (in US$) as follows:
 
 Payments
      per agreement
                            
                            Year
      1
                            
                            
                            Year
      2
                            
                            
                            Year
      3
                            
                            
                            Year
      4
                            
                            
                            Year
      5November
      2008 – October 2009
                            
                            $
                            54,000November
      2009 – October 2010
                            
                            
                            
                            
                            
                            $
                            54,000November
      2010 – October 2011
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            54,000November
      2011 – October 2012
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            54,000November
      2012 – October 2013
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            54,000TOTAL
      PER YEAR
                            
                            US$54,000
                            
                            
                            US$54,000
                            
                            
                            US$54,000
                            
                            
                            US$54,000
                            
                            
                            US$54,000
 
  As at May
20, 2009, the Company has paid all royalty payments and funding is available to
satisfy the next fiscal years lease agreement. Royalty payments on actual
productions will equal 4% of net smelter returns (“NSR”).
  The
Company entered into a lease purchase agreement dated July 1, 2005 with Mrs. M.
Lanctot and Mr. A. Lanctot ("Lanctots") to acquire the right to explore, develop
and mine a property located in the vicinity of Fort a la Corne, Saskatchewan,
Canada (“Crystal Springs Property”).   The initial lease term is
ten years with the first payment of $2,000 upon execution of the agreement and
an annual sum of $4,000 for a total of $38,000. The Company has an option to
purchase the Crystal Springs Property upon commercial development. Upon
commencing mining operations of the Property, the Company will pay Lanctots on
production equal to 5% of net profits and $4,000 per
annum.





29


Future
royalty payments are payable (in CDN$) as follows:
 
 Payments
      per agreement
                            
                            Year
      1
                            
                            
                            Year
      2
                            
                            
                            Year
      3
                            
                            
                            Year
      4
                            
                            
                            Year
      5November
      2008 – October 2009
                            
                            $
                            4,000November
      2009 – October 2010
                            
                            
                            
                            
                            
                            $
                            4,000November
      2010 – October 2011
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            4,000November
      2011 – October 2012
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            4,000November
      2012 – October 2013
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            4,000TOTAL
      PER YEAR
                            
                            CDN$4,000
                            
                            
                            CDN$4,000
                            
                            
                            CDN$4,000
                            
                            
                            CDN$4,000
                            
                            
                            CDN$4,000
  As at May
20, 2009, the Company has paid all royalty payments and funding is available to
satisfy the next fiscal years lease agreement. Royalty payments on actual
productions will equal 4% of net smelter returns (“NSR”).
  During
the current year, the Company expenditures for Lapon Canyon were$78,248, $94,490
in 2007 and $45,682 in 2006, compared to the fiscal year October 31, 2005;
expenditures were a total $108,328. In addition expenditures were incurred for
Crystal Springs – Saskatchewan and Triton – Ontario and Gladiator totaling
$27,701 in current year, $14,802 in 2007 compared to $14,732 in 2006.. Total
expenditures for all resource properties for the year were
$105,949.  The expenditures included costs for legal, consulting,
lease payments and travel. The Company will continue to incur research and
development costs that are required in order to maintain resource properties in
good standing.
 
 The
Company has no other commitments or arrangements for additional financing at
this time and there is no assurance that the Company will be able to obtain any
additional financing on terms acceptable to the Company. The quantity of funds
to be raised and the terms of any equity financing that may be undertaken will
be negotiated by management as opportunities to raise funds arise. Actual
funding requirements may vary from those planned due to a number of factors,
including the progress of exploration and development activity.
 
 Other
than as discussed herein, the Company is not aware of any trends, demands,
commitments, events or uncertainties that may result in the Company’s liquidity
materially decreasing beyond the current projected expenditures. The Company has
historically satisfied its capital needs primarily by issuing equity securities.
Management believes it will be able to raise equity capital as required in both
the short and long term but recognizes the uncertainty attached thereto. The
Company will continue to use various strategies to minimize its dependence on
equity capital, including the securing of joint venture partners where
appropriate.


C.           Research
and Development, Patent and Licences




The
Company has not incurred any related expenditures for the fiscal years ended
October 31, 2008, 2007 or 2006.




D.           Trend
Information




Other
than as discussed herein, the Company is not aware of any trends, demands,
commitments, events or uncertainties that are reasonable likely to effect the
Company’s sales or revenues, income from operations, liquidity or materially
decreasing beyond the current projected expenditures.




E.
            Off-Balance
      Sheet Arrangements




As at
October 31, 2008, the Company has no off-balance sheet
arrangements.











30







F.
            Tabular
      Disclosure of Contractual
Obligations







Contract
      Obligations
                  
                  Total
                  
                  
                  Less
      than
                    1
      year
                  
                  
                  1-3
      years
                  
                  
                  3-5
      years
                  
                  
                  More
      than
                    5
      yearsLong-Term
      Debt ObligationsCapital
      (Finance) Lease ObligationsOperating
      Leases Obligations
                  
                  $
                  675,000
                  
                  
                  $
                  67,500
                  
                  
                  $
                  202,500
                  
                  
                  $
                  202,500
                  
                  
                  $
                  202,500Purchase
      ObligationsOther
      Long-Term Liabilities Reflected on the Company’s Balance Sheet under the
      GAAP of the primary financial statementsTOTAL
                  
                  CDN$675,000
                  
                  
                  CDN$67,500
                  
                  
                  CDN$202,500
                  
                  
                  CDN$202,500
                  
                  
                  CDN$202,500





ITEM
6                      DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES





A.
              Directors
      and Senior Management





The
following table sets forth the name, business experience, functions and areas of
experience in the Company and principal business activities performed outside of
the Company (including, in the case of directors of the Company other principal
directorships) of each director upon whose work the Company is dependent, as of
May 20, 2009:








Name
      and Position in the Company
                Age
                Director
      or Officer Since
                Number
      of Common Shares and Percentage of ClassDr. Stewart
      A. Jackson
                  President
      and Director
                68
                June
      1997
                879,398–4.39%Gary
      Van Norman
                  Vice
      President and Director
                69
                Director
      since February 1996
                17,990 –
      .01%John
      Curry
                  Vice
      President Sales & Marketing and Director
                54
                Director
      since April 2005
                300,000 –
      2%Blair
      Carson
                  Director
                40
                Director
      since April 2007
                21,961 –
      .01%Patricia
      Sheahan
                  Director
                70
                Director
      since February 2008
                None
      – 0%




















31





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




Director
      and/or Officer
                Principal
      Occupation During the Last Five YearsDr. Stewart
      A. Jackson
                Stewart
      Jackson is a skilled geologist with over 40 years of professional
      experience in the mineral industry. Involved in exploration and
      development of both base and precious metal deposits in a wide range of
      environments for both large and small companies. He has been responsible
      for the discovery, exploration and development of several major mineral
      deposits in wide range of environments.John
      A. Curry
                John
      Curry has 25 years in sales and marketing including extensive experience
      in the automotive and diesel industries. Since the mid-1990’s he has
      worked in the coatings industry and was instrumental in promoting the MX4
      product line.Gary
      Van Norman
                Gary
      Van Norman is Businessman/Land Developer with over 30 years expertise with
      land development, project management, and marketing industry, both in
      Canada and the USA. He was instrumental in the development of two of
      Whistler, BC’s largest residential and recreational developments. He is
      currently actively involved in senior capacities with a similar project in
      BC.Blair
      Carson
                Blair
      Carson is a graduate of the Haileyburey School Mines with over 20 years of
      experience in mining, oil and gas industry.Patricia
      Sheahan
                Patricia
      Sheahan has an extensive background as geologist/consultant in mineral
      exploration. Serving as a Director for several public mining exploration
      companies over the past two decades and has been President of Konsult
      International Inc. since 1978. She has served as Chairman of
      Communications for the Prospectors as Developers Association of Canada for
      the last three years and as Chairman of the Diamond Technical Sessions for
      the past 16 years. Patricia has also served as President/Chairman of The
      Ontario Club for two terms and is currently serving as a director of the
      board.





B.
              Compensation





The
following is a summary of the employee and director stock options outstanding as
of October 31, 2007 and a summary of all such Options exercised in 2006 and
2005.




Stock
options outstanding and granted as at October 31, 2007 were as
follows:


Directors/Employee
                  
                  Number
      of shares
                  
                  
                  Price
                  
                  Expiration
      DateJohn
      A. Curry
                  
                  
                  250,000
                  
                  
                  $
                  0.25
                  
                  July
      4, 2009Stewart
      A. Jackson
                  
                  
                  250,000
                  
                  
                  $
                  0.25
                  
                  July
      4, 2009Gary
      Van Norman
                  
                  
                  250,000
                  
                  
                  $
                  0.25
                  
                  July
      4, 2009Blair
      Carson
                  
                  
                  250,000
                  
                  
                  $
                  0.25
                  
                  July
      4, 2009Penny
      Pereira
                  
                  
                  50,000
                  
                  
                  $
                  0.25
                  
                  July
      4, 2009Patricia
      Sheahan
                  
                  
                  250,000
                  
                  
                  $
                  0.25
                  
                  February
      17, 2013Stewart
      A. Jackson
                  
                  
                  750,000
                  
                  
                  $
                  0.25
                  
                  October
      29, 2013Gary
      Van Norman
                  
                  
                  350,000
                  
                  
                  $
                  0.25
                  
                  October
      29, 2013Blair
      Carson
                  
                  
                  100,000
                  
                  
                  $
                  0.25
                  
                  October
      29, 2013John
      A. Curry
                  
                  
                  100,000
                  
                  
                  $
                  0.25
                  
                  October
      29, 2013Patricia
      Sheahan
                  
                  
                  150,000
                  
                  
                  $
                  0.25
                  
                  October
      29, 2013Penny
      Pereira
                  
                  
                  50,000
                  
                  
                  $
                  0.25
                  
                  October
      29, 2013
  The
Company issued a stock option agreement dated July 5, 2007 granting the
directors/employee to purchase common shares of up to 1,300,000 common shares at
$0.25. During the fiscal year ended October 31, 2008, the Company issued stock
options on February 18, 2008 in the amount of 250,000 exercisable at $0.25 per
share for period of 5 years and on October 29, 2008 in the amount of 1,450,000
exercisable at $0.10 per share for period of 5 years. As at October 31, 2008,
2,750,000 stock options remained unexercised.
  Under
applicable regulations of the British Columbia Securities Commission, the
Company is not authorized to issue options to directors, employees or affiliates
constituting more than 10% of the outstanding common stock. There are no other
plans.





32








The
Company pays other incidental compensation to executive officers from time to
time, consisting primarily of reimbursement for business related activities on
behalf of the Company. However, the aggregate of all such other compensation did
not exceed 10% of cash compensation reported for the fiscal year ended October
31, 2005. No cash compensation is currently being paid to members of the Board
of Directors for their services as directors. During the fiscal year ended
October 31, 2008, compensation to directors and officers of the Company for
services was $96,000, $28,500 in 2007, $2,000 in 2006 and $54,772 in
2005.




C.
              Board
      Practices





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





Audit
Committee





The Audit
Committee of the Company consists of Messers Stewart Jackson (Chair), Gary Van
Norman, and John Curry.  The function of the Audit Committee is to
review the overall audit plan, results of the external audit, the annual
financial statements and management discussion and analysis (“MD&A”), the
review of the quarterly financial statements and MD&A, the review of any
financial press releases and securities filings, the Company’s system of
internal controls, the Company’s accounting and disclosure policies and to
resolve any potential disputes with the Company’s auditors.





Compensation
Committee





The
Compensation Committee of the Company consists of Stewart Jackson (Chair), Gary
Van Norman, and John Curry.  The purpose of the Compensation Committee
is to determine the compensation arrangement of executive officers, to provide,
assist or recommend with respect to policies, benefits, personnel issues and
other issues. The Company currently has no employment contracts in last 5 years.
The Directors and officers are entitled to receive stock options as determined
from time to time by the Committee.





D.           Employees





The
Company currently employs one part-time employee for 2008, 2007, 2006, and
2005.










33







ITEM
7                      MAJOR
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS




A.
            Major
      Shareholders





The
following table sets forth the person(s) known to the Company to own
beneficially more that ten percent (5%) of any class of the Company’s voting
securities and the total amount of any class of the Company’s voting securities
owned by the officers and directors as a group:




The
following table sets forth the person(s) known to the Company to own
beneficially more that five percent (5%) of any class of the Company’s voting
securities and the total amount of any class of the Company’s voting securities
owned by the officers and directors as a group as at May 20, 2009:
 
 TITLE
      OF
                    CLASS
                  IDENTITY
      OF PERSON OR GROUP
                  
                  NUMBER
      OF SHARES
                  
                  
                  PERCENTAGE
                    OF
      CLASSCOMMON
                  Brisas
      Atlantico S.A.
                    PO
      Box 20 Bowling Green Stn
                    New
      York, New York 10274
                  
                  
                  1,000,000
                  
                  
                  
                  5.00
                  %COMMON
                  Cede
      & Co.
                    PO
      Box 20 Bowling Green Stn
                    New
      York, New York 10274
                  
                  
                  8,670,631
                  
                  
                  
                  43.23
                  %COMMON
                  CDS
      & Co.
                    PO
      Box 1038 STN A
                    Toronto
      Ontario, M5W 1G5
                  
                  
                  3,740,455
                  
                  
                  
                  18.65
                  %COMMON
                  Curitiba
      S.A.
                    PO
      Box 6095 1000
                    San
      Jose, Costa Rica
                  
                  
                  1,969,855
                  
                  
                  
                  9.82
                  %COMMON
                  Investors
      First S.A.
                    c/o
      Arias, Aleman & Mora
                    Calle
      50 Edif Tower 1ER
      Piso Apartado 8799
                    Panama
      5, Panama
                  
                  
                  1,826,733
                  
                  
                  
                  9.11
                  %COMMON
                  Computershare
      Trust Company
                    510
      Burrard Street
                    Vancouver
      British Columbia V6C 3B9
                  
                  
                  1,264,388
                  
                  
                  
                  6.31
                  %COMMON
                  Hecote
      Junteno Sociedad Anonima
                    Estacion
      De Oasolina El Ranchito
                    800
      Metros Al Norte a Mano
                    Derecha
      Casa Numero 11 A
                    San
      Jose  Costa Rica
                  
                  
                  561,733
                  
                  
                  
                  2.80
                  %COMMON
                  Officers
      and Directors Collectively
                  
                  
                  1,219,349
                  
                  
                  
                  6.08
                  %
 
 Note
      1:
                Beneficial
      owners listed have sole voting and investment power with respect to the
      shares shown unless otherwise
indicated.




Control
of the Corporation





The
Corporation is a publicly owned Canadian company, the shares of which are owned
by Canadian residents, U.S. residents and other foreign residents. To the best
of the Corporation’s knowledge, the Corporation is not directly or indirectly
owned or controlled by another corporation, any foreign governments or any other
natural or legal person, jointly or severally.





Change
in Control Arrangements





The
Corporation is not aware of any arrangements the operation of which may at a
subsequent date result in a change of control of the Corporation.










34








B.
            Related
      Party Transactions


Services
provided by directors or parties related to
directors:


October
      31,
                    
                    
                    October
      31,
                    
                    
                    October
      31,2008
                    
                    
                    2007
                    
                    
                    2006Consulting
                    
                    $
                    96,000
                    
                    
                    $
                    28,500
                    
                    
                    $
                    2,000Rent
                    
                    $
                    12,000
                    
                    
                    $
                    12,000
                    
                    
                    $
                    12,000
 
 ·
              Consulting
      fees of $66,000 (2007 – $28,500; 2006 – $2,000) were paid to the President
      of the Company and are included in consulting fees expense and resource
      property expenditures.
 ·
              Consulting
      fees of $30,000 (2007 – $nil; 2006 – $nil) were paid to a director of the
      Company for investor relation services provided and were included in
      shareholder communications..
 ·
              Rent
      fees of $12,000 (2007 – $12,000; 2006 – $12,000) were incurred by the
      Company from an individual related to the past president and current
      director of the Company.
 ·
              Stock–based
      compensation of $60,156 (2007 – $164,875; 2006 – $nil) was incurred by the
      Company in the issuance of stock options to directors and officers of the
      Company.
 ·
              Travel
      fees of $65,108 (2007 – $; 2006 – $) were reimbursed to the President of
      the Company for expenses incurred as part of providing his services to the
      Company.
 
 These
transactions are in the normal course of operations and are measured at the
exchange amount, which is the amount of consideration established and agreed to
by the related parties.
 
 ·
              Accounts
      receivable includes $665 (2007 – $2,542) due from a
    director.
 ·
              Accounts
      payable includes $9,221(2007 – $708) due to an individual related to the
      past president and current director of the Company and $nil (2007 –
      $1,847) due to an officer of the
Company.
 ·
              During
      2008, a shareholder advanced $33,508 (2007 – $42,889) of which all (2007 –
      $37,096) was settled by the issuance of 335,075 common shares (2007 –
      370,960 common shares) of the
Company.
 
  The
amounts due to and from related parties are unsecured and without interest or
stated terms of repayment.


C.
            Interests of Experts and
      Counsel





This item
is not applicable.





ITEM
8                      FINANCIAL
INFORMATION




A.
            Consolidated
      Statements and Other Financial
Information





Incorporated
hereto are the audited consolidated financial statements for the years ended
October 31, 2008, 2007, and 2006, which are set forth in “Item 17 – Financial
Statements”.













35








Selected
Annual Information




The
following selected financial information is derived from the audited financial
statements for the years ended October 31, 2007, 2006, 2005 and 2004, of the
Company as prepared in accordance with Canadian Generally Accepted Accounting
Principles (GAAP). The Company has included in the consolidated financial
statements reconciliation between Canadian Generally Accepted Accounting
Principles and United States Generally Accepted Accounting Principles. The
reconciliation and explanation of the differences are in Note 12 of the
Company’s financial statements, pages 17 through 20. For more detailed
information, refer to the Company’s audited Financial
Statements.




October
      31,
                    2008
                  October
      31,
                    2007
                  October
      31,
                    2006
                  October
      31,
                    2005Net
      Sales
                  $Nil
                  $Nil
                  $Nil
                  $NilIncome
      (loss) before discontinued items or extraordinary items
                  $(351,082)
                  $(320,473)
                  $(152,320)
                  $(467,969)Income
      (loss) before discontinued items or extraordinary items:
                    -
      per share undiluted
                    -
      per share diluted
                  (0.02)
                    (0.02)
                  (0.02)
                    (0.02)
                  (0.01)
                    (0.01)
                  (0.04)
                    (0.04)Net
      Income (loss)
                  $(393,223)
                  $(320,473)
                  $(152,320)
                  $(467,969)Net
      Income (loss) before discontinued items or extraordinary
      items:
                    -
      per share undiluted
                    -
      per share diluted
                  (0.02)
                    (0.02)
                  (0.02)
                    (0.02)
                  (0.01)
                    (0.01)
                  (0.04)
                    (0.04)Total
      Assets
                  $500,569
                  $564,608
                  $345,789
                  $275,130Total
      Long-term Debt
                  $Nil
                  $Nil
                  $Nil
                  $NilCash
      dividends declared: $ per share
                  $Nil
                  $Nil
                  $Nil
                  $Nil





The
growth in total assets for the year ended October 31, 2008 is primarily the
result of capitalized exploration expenditures incurred during the year net of
properties written off of $57,235 and a decrease in cash and cash equivalents
primarily due to decrease in private placements during the current year.
Financial results for the year of 2005 the Company reported a net loss of
$467,969 including a significant change in accounting policy effective November
1, 2003, per the recommendations of the Canadian Institute of Chartered
Accountants (“CICA”) Handbook Section 3870, for Stock-based compensation and
other stock-based payments. In accordance with the CICA policy the Company has
accounted for stock options granted to directors, employees and consultants
using the fair market value method. As a result the preceding the Company has
recognized in 2008 $60,156 in stock based compensation,, in 2007 $171,470
stock-based compensation and in 2005 $289,341 stock-based compensation and an
additional $33,712, which was charged to the opening deficit in the previous
year in 2004.
  The
Company is not involved in any legal or arbitration proceedings that may have,
or have had in the recent past, significant effects on the Company’s financial
position.
 
 The
Company is not aware of any material proceedings in which any director, any
member of senior management or any of the Company’s affiliates is a party
adverse to the Company or has a material interest adverse to the
Company.
 
 No
dividends have been paid on any common shares of the Company, nor does the
Company to pay dividends on its common shares in the foreseeable
future.


B.
            Significant
      Changes





No
significant changes have occurred during fiscal 2008 or the first four
months of fiscal 2009.







36





ITEM9                                THE
OFFER AND LISTING





A.
              Offer
      and Listing Details





The
common stock of the Company is listed on the OTC Electronic Bulletin Board in
New York. The following table sets forth the high and the low sales prices for
shares of common stock on the OTC:BB for each quarter of the Company’s last two
fiscal years. Brokers in the United States can make a market on the NASD
electronic bulletin board by submitting a Form 211 with the NASD.


PRICE
      RANGE
                  
                  High
                  
                  
                  LowOctober
      31, 2005 Year
                  
                  
                  0.50
                  
                  
                  
                  0.10October
      31, 2006 Year
                  
                  
                  0.43
                  
                  
                  
                  0.10October
      31, 2007 Year
                  
                  
                  0.23
                  
                  
                  
                  0.10October
      31, 2008 Year
                  
                  
                  0.19
                  
                  
                  
                  0.012008
      1st  Quarter
                  
                  
                  0.13
                  
                  
                  
                  0.052008
      2nd
      Quarter
                  
                  
                  0.19
                  
                  
                  
                  0.052008
      3rd  Quarter
                  
                  
                  018
                  
                  
                  
                  0.052008
      4th  Quarter
                  
                  
                  0.10
                  
                  
                  
                  0.042007
      1st  Quarter
                  
                  
                  0.20
                  
                  
                  
                  0.102007
      2nd
      Quarter
                  
                  
                  0.16
                  
                  
                  
                  0.132007
      3rd  Quarter
                  
                  
                  0.22
                  
                  
                  
                  0.132007
      4th  Quarter
                  
                  
                  0.23
                  
                  
                  
                  0.14November
      2007 Month
                  
                  
                  0.06
                  
                  
                  
                  0.01December
      2007 Month
                  
                  
                  0.03
                  
                  
                  
                  0.01January
      2008 Month
                  
                  
                  0.06
                  
                  
                  
                  0.02February
      2008 Month
                  
                  
                  0.06
                  
                  
                  
                  0.03March
      2008 Month
                  
                  
                  0.04
                  
                  
                  
                  0.03April
      2008 Month
                  
                  
                  0.08
                  
                  
                  
                  0.04
  As of
October 31, 2008 the Company had approximately 210 registered shareholders on
record of its no par value common stock. Based on representations received by
the Company from certain record holders, the Company believes that there are in
excess of 1,000 non-registered beneficial owners of its common stock bringing
the total number of shareholders in excess of 1,200.


B.
            Plan
      of Distribution





This item
is not applicable.





C.
            Markets





The
Company’s common shares trade on the OTC Electronic Bulletin Board in New York
under the symbolWVNTF:BB





D.
            Selling
      Shareholders





This item
is not applicable.





E.
            Dilution





This item
is not applicable.








37








F.
            Expenses of the
      Issue





This item
is not applicable.





ITEM
10                      ADDITIONAL
INFORMATION





A.           Share
Capital





The
Company’s authorized capital stock consists of 50,000,000 shares of common
stock, no par value. The following is a summary and is qualified in its entirety
by reference to the Company’s Articles and Special Resolution and Altered
Memorandum, copies of which are exhibits to the Company’s Registration
Statement. The outstanding shares of common stock are fully paid and
non-assessable. As of May 20,2009, 20,053,208 shares of common stock were issued
and outstanding.
 
 Holders
of shares of common stock are entitled to participate equally as to dividends,
voting powers and participation in assets. No shares have been issued subject to
call or assessment. There are no pre-emptive rights, conversion rights, and
provisions for redemption or purchase for either cancellation or surrender or
provisions for sinking or purchase funds. Provisions as to the modifications,
amendments or variations of such rights or such provisions are contained in the
Company’s Act of the
Province of British Columbia.
 
 The
Company’s authorized share capital and issued is as follows:
  Authorized
-  50,000,000 Common shares without par value
 
 Issued
 Number
                    of
      Shares
                  
                  
                  AmountBalance,
      October 31, 2006
                  
                  
                  15,166,154
                  
                  
                  $
                  7,605,093Issue
      of common shares for cash
                  
                  
                  1,329,040
                  
                  
                  
                  167,904Issue
      of common shares for settlement of debt
                  
                  
                  370,960
                  
                  
                  
                  37,096Share
      subscriptions (825,000 common shares issued on November 28,
      2007)
                  
                  
                  0
                  
                  
                  
                  165,000Balance,
      October 31, 2007
                  
                  
                  16,866,154
                  
                  
                  
                  7,975,093Settlement
      of obligation to issue shares
                  
                  
                  825,000
                  
                  
                  
                  0Issue
      of common shares for cash
                  
                  
                  1,547,912
                  
                  
                  
                  107,422Issue
      of common shares as finder’s fee
                  
                  
                  8,000
                  
                  
                  
                  0Issue
      of common shares for settlement of debt
                  
                  
                  706,142
                  
                  
                  
                  70,814Issue
      of common shares as security for amounts payable
                  
                  
                  100,000
                  
                  
                  
                  14,000Balance,
      October 31, 2008
                  
                  
                  20,053,208
                  
                  
                  $
                  8,167,130
 
 In
October 2008, the Company completed a non-brokered private placement of 546,065
units at $0.10 per unit. Each unit is comprised of one common share and one
common share purchase warrant exercisable for 24 months. The warrants are
exercisable at $0.10 per share in the first year and at $0.10 in the second
year. The Company issued the units on October 30, 2008
 
 In
September 2008, the Company completed a non-brokered private placement of
106,781 units at $0.10 per unit. Each unit is comprised of one common share and
one common share purchase warrant exercisable for 24 months. The warrants are
exercisable at $0.10 per share in the first year and at $0.15 in the second
year.
 
 In August
2008, the Company agreed to issue 706,142 shares to certain creditors to
extinguish accounts payable totalling $70,614. The Company and the creditors
agreed upon an assigned value of $0.10 per share. Of the 706,142 shares issued
317,990 shares were issued to directors of the Company to settle debts of
$31,799.
 
 In June
2008, the Company completed non-brokered private placements to issue 333,333
units at $0.15 per unit for proceeds of $50,000 .  Each unit is
comprised of one common share and one share purchase warrant, each warrant
entitling the holder to purchase one additional common share at a price of $0.30
per share for a period of two years from the date of issue. The Company issued
the units 100,000 on June 12, 2008 and the remainder of 233,333 units on
September 9, 2008. Finders Fee of 8% for a total of 8,000 common shares was
paid.
 In
February 2008, the Company completed non-brokered private placements to issue
561,733 units at $0.09 per unit for proceeds of $50,556.  Each unit is
comprised of one common share and one share purchase warrant, each warrant
entitling the holder to purchase one additional common share at a price of $0.15
per share for a period of two years from the date of issue. The Company issued
the units on February 27, 2008.
 
 In
November 2007, the Company issued 100,000 common shares as security for accounts
payable pursuant to a court settlement. The Company was required to make monthly
payments of $1,000 for 14 months and issued shares as security over the period
the debt was to be repaid. Once the Company has extinguished the debt, the
Company will cancel the shares. The shares of the Company are currently being
held in trust with the lawyer of their creditor.
 
 In July
2007, the Company completed non-brokered private placements to issue 825,000
units at $0.20 per unit for proceeds of $165,000.  Each unit is
comprised of one common share and one share purchase warrant, each warrant
entitling the holder to purchase one additional common share at a price of $0.30
per share for a period of two years from the date of issue. The Company issued
the units on November 28, 2007.







38





In
February 2007, the Company negotiated a non-brokered private placement of
580,000 common units at a purchase price of $0.15 per unit for proceeds of
$87,000. Each unit is composed of one common share and one common share warrant
exercisable for 24 months from date of issue at a price of $0.30 per warrant.
The Company issued the units on July 11, 2007.
  In
February 2008, the Company completed non-brokered private placements to issue
561,733 units at $0.09 per unit for proceeds of $50,556.  Each unit is
comprised of one common share and one share purchase warrant, each warrant
entitling the holder to purchase one additional common share at a price of $0.15
per share for a period of two years from the date of issue. The Company issued
the units on February 27, 2008.
 
 In
November 2007, the Company issued 100,000 common shares as security for accounts
payable pursuant to a court settlement. The Company was required to make monthly
payments of $1,000 for 14 months and issued shares as security over the period
the debt was to be repaid. Once the Company has extinguished the debt, the
Company will cancel the shares. The shares of the Company are currently being
held in trust with the lawyer of their creditor.
 
 In July
2007, the Company completed non-brokered private placements to issue 825,000
units at $0.20 per unit for proceeds of $165,000.  Each unit is
comprised of one common share and one share purchase warrant, each warrant
entitling the holder to purchase one additional common share at a price of $0.30
per share for a period of two years from the date of issue. The Company issued
the units on November 28, 2007.
 
 In
February 2007, the Company negotiated a non-brokered private placement of
580,000 common units at a purchase price of $0.15 per unit for proceeds of
$87,000. Each unit is composed of one common share and one common share warrant
exercisable for 24 months from date of issue at a price of $0.30 per warrant.
The Company issued the units on July 11, 2007.
 
 In
January 2007, the Company negotiated a non-brokered private placement of 120,000
common units at a purchase price of $0.15 per unit for proceeds of $18,000. Each
unit is composed of one common share and one common share warrant exercisable
for 24 months from date of issue at a price of $0.30 per warrant. The Company
issued the units on July 11, 2007.
 
 On
November 20, 2006, the Company completed a non-brokered private placement of
1,000,000 units at $0.10 per unit. Each unit is comprised of one common share
and one common share purchase warrant exercisable for 24 months. The warrants
are exercisable at $0.10 per share in the first year and at $0.15 in the second
year.  Of the 1,000,000 common shares issued, 370,960 common shares
were issued to settle a $37,096 debt incurred on behalf of the Company by an
officer of the Company and 629,040 common shares were issued for proceeds of
$62,904.  The Company issued the units on February 28,
2007
 
 In
respect to the above private placements totalling 3,072,912 units, if the
Company’s shares trade on the OTC B:B at a price greater than or equal to $0.50
per share at any time during the trading day for a period of ten consecutive
trading days (the Premium Trading Days) the exercise period shall be shortened
to a period of 14 calendar days commencing on that day that is the tenth Premium
Trading Day.
 
 On March
1, 2006, the Company negotiated a non-brokered private placement of 1,250,000
units at $0.20 per unit for proceeds of $250,000. Each unit is comprised of one
common share and one common share purchase warrant exercisable for 24 months
from closing. The warrants are exercisable at $0.25 per share in the first year
and at $0.35 in the second year. The Company issued the units on May 12,
2006.
 
 During
2006, the Company issued 200,000 common shares at a price of $0.20 per share to
settle a $40,000 debt incurred on behalf of the Company by an officer of the
Company, and issued 84,000 common shares at a price of $0.33 per share to settle
a $27,720 court action.
 
 Share
      purchase warrants outstanding as at October 31, 2008, 2007 and 2006 were
      as follows:
 
 Number
                      of
      Warrants
                    
                    
                    Weighted
                      Average
                      Exercise
                      PriceBalance,
      outstanding and exercisable October 31,  2006
                    
                    
                    1,250,000
                    
                    
                    $
                    0.35Issued
                    
                    
                    2,525,000
                    
                    
                    $
                    0.24Balance,
      outstanding and exercisable October 31,  2007
                    
                    
                    3,775,000
                    
                    
                    $
                    0.28Issued
                    
                    
                    1,547,912
                    
                    
                    $
                    0.20Balance,
      outstanding and exercisable October 31, 2008
                    
                    
                    5,322,912
                    
                    
                    $
                    0.26
   Number
      of WarrantsExpiry
      Date
                          
                          Fair
      Value
                          
                          
                          Exercise
                            Price
                          
                          
                          2008
                          
                          
                          2007February
      28, 2009*
                          
                          $
                          -
                          
                          
                          $
                          0.35
                          
                          
                          
                          1,250,000
                          
                          
                          
                          1,250,000November
      19, 2009
                          
                          
                          -
                          
                          
                          $
                          0.15
                          
                          
                          
                          1,000,000
                          
                          
                          
                          1,000,000February
      15, 2009*
                          
                          
                          -
                          
                          
                          $
                          0.30
                          
                          
                          
                          700,000
                          
                          
                          
                          700,000November
      28, 2009
                          
                          
                          -
                          
                          
                          $
                          0.30
                          
                          
                          
                          825,000
                          
                          
                          
                          825,000February
      27, 2010
                          
                          
                          -
                          
                          
                          $
                          0.15
                          
                          
                          
                          561,733
                          
                          
                          
                          0June
      11, 2010
                          
                          
                          -
                          
                          
                          $
                          0.15
                          
                          
                          
                          333,333
                          
                          
                          
                          0September
      7,2010
                          
                          
                          -
                          
                          
                          $
                          0.10
                          
                          
                          
                          106,781
                          
                          
                          
                          0October
      26, 2010
                          
                          
                          -
                          
                          
                          $
                          0.10
                          
                          
                          
                          546,065
                          
                          
                          
                          0Total
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          5,322,912
                          
                          
                          
                          3,775,000
 
 *Term
extended to 2010 subsequent to October 31, 2008





39





The
following table summarizes the Company's stock option activity for the years
ended October 31, 2008, 2007, and 2006:
 
 Number
                    of
      Options
                  
                  
                  Weighted
                    Average
                    Exercise
                    PriceBalance,
      outstanding and exercisable October 31,  2006
                  
                  
                  800,000
                  
                  
                  $
                  0.25Granted
                  
                  
                  1,300,000
                  
                  
                  $
                  0.25Cancelled/Expired
                  
                  
                  (800,000
                  )
                  
                  $
                  0.25Balance,
      outstanding and exercisable October 31,  2007
                  
                  
                  1,300,000
                  
                  
                  $
                  0.25Granted
                  
                  
                  1,700,000
                  
                  
                  $
                  0.12Cancelled/Expired
                  
                  
                  (250,000
                  )
                  
                  $
                  0.25Balance,
      outstanding and exercisable October 31, 2008
                  
                  
                  2,750,000
                  
                  
                  $
                  0.17
 
 On July
5, 2007 the Company granted stock options to a directors and a consultant of the
Company in the amount of 1,300,000 at exercisable price of $0.25 with an expiry
date of July 4, 2009. During the fiscal year ended October 31, 2008, the Company
issued stock options on February 18, 2008 in the amount of 250,000 exercisable
at $0.25 per share for period of 5 years and on October 29, 2008 in the amount
of 1,450,000 exercisable at $0.10 per share for period of 5 years.
 
 Stock
options to directors, officers and consultants outstanding and exercisable as at
October 31, 2008 and 2007 were as follows:
  Number
      of OptionsExpiry
      Date
                        
                        Calculated
                          Fair
      Value
                        
                        
                        Exercise
                          Price
                        
                        
                        2008
                        
                        
                        2007July
      4, 2009
                        
                        $
                        0.13
                        
                        
                        $
                        0.25
                        
                        
                        
                        1,050,000
                        
                        
                        
                        1,300,000February
      17,2013
                        
                        $
                        0.10
                        
                        
                        $
                        0.25
                        
                        
                        
                        250,000
                        
                        
                        
                        0October
      29,2013
                        
                        $
                        0.03
                        
                        
                        $
                        0.10
                        
                        
                        
                        1,450,000
                        
                        
                        
                        0Total
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        2,750,000
                        
                        
                        
                        1,300,000
 
 All
      options granted during 2008 and 2007 were fully vested at the time of
      their grant.


B.           Memorandum
and Articles of Association





Securities Register





The
Corporation maintains at Computershare Corporate Trust Company (“transfer
agent”) a securities register in which it records the securities issued by it in
registered form, showing with respect to each class or series of
securities:




a.
            the
      names, alphabetically arranged and the latest known address of each person
      who is or has been a security
holder;




b.
              the
      number of securities held by each security holder;
  and




c.
              the
      date and particulars of the issue and transfer of each
      security.




The
transfer agent keeps information relating to a security holder that is entered
in the securities register for at least seven years after the security holder
ceases to be a security holder.




Powers
of Directors




Approval
and Voting




A
director who is in any way party, whether directly or indirectly, interested in
a contract or proposed contract or transaction with the Company shall declare
the nature and extent of the Director’s interest at a meeting of the directors
in accordance with the Companies Act. A director shall not vote in respect of
any such contract or transaction with the Company in which he is interested and
if he shall do so his vote shall not be counted, but may be counted in the
quorum present at the meeting at which such vote is taken. Subject to the
Companies Act, the foregoing shall not apply:




a.
            any
      contract or transaction relating to a loan to the Company, which a
      director or specified corporation or a specified firm in which he has an
      interest has guaranteed or joined in guaranteeing the repayment of the
      loan or any part of the loan, or




b.
            any
      contract or transaction made or to be made with, or for the benefit of a
      holding corporation or a subsidiary corporation of which a director is a
      director,




c.
            if
      authorized by ordinary resolution pursuant to Article 12.4, the
      remuneration of the directors.







40




Remuneration
and Expenses




The
remuneration of the Directors as such may from time to time be determined by the
shareholders, unless by ordinary resolution the directors are authorized to
determine their remuneration, such remuneration to be in addition to any salary,
or other remuneration paid to any officer or employee of the Company as such,
who is also director.




The
Directors shall be repaid such reasonable expenses as they may incur in and
about the business of the Company and if any director shall perform any
professional or other services for the Company that in the opinion of the
directors are outside the ordinary duties of a director or shall otherwise be
specifically occupied in or about the Company’s business, he may be paid a
remuneration to be fixed by the Board, or, at the option of such director, by
the Company in general meeting, and such remuneration may be either in addition
to, or in substitution for, any other remuneration that he may be entitled to
receive, and the same shall be charged as part of the ordinary working
expenses.




Unless
otherwise determined by ordinary resolution the directors on behalf of the
Company may pay a gratuity or pension or allowance on retirement to any director
who has held any salaried office or place of profit with the Company or to his
spouse or dependants and may make contributions to any fund and pay premiums for
the purchase or provision of any such gratuity, pension or
allowance.




Borrowing




Without
limiting the borrowing power of the Company provided by the Corporation Act of
British Columbia, the Directors may from time to time at their discretion
authorize the Company to borrow any sum of money for the purposes of the Company
and may raise or secure the repayment of that sum in such manner and upon such
terms and conditions, in all respects, as they think fit. And in particular, and
without limiting the generality of the foregoing, by the issue of bonds or
debentures, or an mortgage or charge, whether specific or floating, or other
security on the undertaking or the whole or an part of the property of the
Company, both present and future.




The
directors may authorize the issue of any debentures, bonds or other debt
obligations of the Company at a discount, premium or otherwise, and with special
or other rights or privileges as to redemption, surrender, drawings, allotment
of or conversion into or exchange for shares, attending at general meetings of
the Company of or conversion into or exchange for shares, attending at general
meetings for the Company and otherwise as the directors may determine at or
before the time of issue.




Qualification




A person
is not required to hold shares issued by the Company to qualify for election as
a director of the Company. A person is disqualified for election as a Director
if that person:




a.           is
less than 18 years of age;




b.           is




i)
            a
      dependant adult as defined in the Dependant Adults Act or the subject of a
      certificate of incapacity under that
Act.




ii)           
a formal patient as defined in the Mental Health Act,




iii)
            the
      subject of an order under The Mentally Incapacitated Persons Act
      appointing a committee of his or her person, estate or both,
      or




iv)
            a
      person who has been found to be of unsound mind by a court elsewhere than
      in British Columbia;




c.           is
not an individual; or




d.           has
the status of bankrupt.




Description
of Securities




The
Company is authorized 50,000,000 of Common Shares.




Common
Shares




The
Company is authorized to issue 50,000,000 of common shares without nominal or
par value of which, as at October 31, 2008, 20,053,208 shares are issued and
outstanding as fully paid and non-assessable 2,750,000 shares are reserved under
directors’, employees and management stock options (see “Item 6A. Directors,
Senior Management and Employees – Share Ownership – Stock Options”). The holders
of the common shares are entitled to vote at all meetings of shareholders,
except meetings at which only holders of a specified class of shares are
entitled to vote, and on every poll taken at every such meeting, or adjourned
meeting, every holder of Common Shares shall be entitled to one vote in respect
of each Common Share held.


Annual
and Special General Meetings




The Board
must call an annual general meeting of Shareholders to be held not later than 15
months after the date of incorporation and subsequently, not later than 13
months after holding the last preceding annual meeting. An annual meeting is to
be held for the purposes of considering the financial statements and auditor’s
report, fixing the number of Directors for the following year, electing
Directors, appointing an auditor and transacting any other business that may
properly be brought before the meeting.




The Board
may at any time call a special meeting of Shareholders.







41





Notice
of Meetings




Notice of
the time and place of a meeting of Shareholders must be sent not less than 21
days before the meeting to each Shareholder entitled to vote at the meeting,
each Director and the auditor of the Company.




Notice of
a meeting of Shareholders called for the purpose of transacting any business
other than a consideration of the financial statements and auditor’s report,
fixing the number of Directors for the following year, election of Directors and
reappointment of the incumbent auditor must state the nature of the business to
be transacted in sufficient detail to permit a Shareholder to form a reasoned
judgment on that business and must state the text of any special resolution to
be submitted to the meeting.




Where any
special business includes the presenting, considering, approving, ratifying or
authorizing of the execution of any document, then the portion of the any notice
relating to such document shall be sufficient if the same states that a copy of
the document or proposed document is or will be available for inspection by
shareholders at a place in the Province of British Columbia specified in such
notice during business hours in any specified working day or days prior to the
date of the meeting.




C.           Material
Contracts




The
Company has not entered into any material contracts (not made in the ordinary
course of business) in the two years prior to the date of filing of this Form
20F.




D.          Exchange
Controls




Canadian
Investment Controls




There are
no governmental laws, decrees or regulations in Canada relating to restrictions
on the export or import of capital, or affecting the remittance of interest,
dividends or other payments to non-residents.  Dividends paid to US
residents, however, are subject to a 15% withholding tax or a 5% withholding tax
for dividends if the shareholder is a company owning at least 10% of the
outstanding voting shares of the Company pursuant to Article X of the reciprocal
tax treaty between Canada and the US (See “Item 10 - Additional Information -
Taxation”).




Except as
provided in the Investment Canada Act (the “ICA”), which has provisions that
restrict the holding of voting shares by non-Canadians, there are no limitations
specific to the rights of non-Canadians to hold or vote the common shares under
the laws of Canada or the Province of British Columbia, or in the charter
documents of the Company or its subsidiaries.




The ICA
requires a person who is not a Canadian resident (a “non-Canadian”) making an
investment, which would result in the establishment of a new Canadian business
or which would result in the acquisition of control of a Canadian business (i.e.
the gross value of the assets of which exceed a certain monetary threshold), to
identify, notify, or file an application for review with the Investment Review
Division of Industry Canada (“IRD”).  The notification procedure involves a
brief statement of information about the investment on a prescribed form to be
filed with the IRD by the investor within 30 days following implementation of
the investment.  Specific investments are subject to review under the ICA.
 It is intention of the IRD that investments requiring only notification
will proceed without government intervention unless the investment is in a
specific type of business activity related to Canada's cultural heritage and
national identity.




If an
investment is reviewable under the ICA, an application for review in the form
prescribed is normally required to be filed with the IRD prior to the investment
taking place and the investment may not be implemented until the review has been
completed and the Minister of Industry (“Minister”) (the Minister responsible
for Investment Canada) is satisfied that the investment is likely to be of net
benefit to Canada.  The Minister has up to 75 days to make this
determination.  If the Minister is not satisfied that the investment is
likely to be of net benefit to Canada, the non-Canadian must not implement the
investment or, if the investment has been implemented, may be required to divest
himself of control of the business that is the subject of the
investment.




In 1999,
some of the powers, duties and functions of the Minister were transferred to the
Minister of Canadian Heritage under Parts II to VI of the ICA as they relate to
the prescribed business activities enumerated under paragraph 15(a) of the ICA,
namely those that relate to Canada's “cultural heritage or national identity”
(“Cultural Activities”) Cultural Activities include, among other things, the
distribution or sale of books, magazines, film and video recordings and music
recordings.  As a result, an application for review must be submitted to
the Cultural Sector Review Division of the Department of Canadian Heritage (the
“CSRD”) in respect of the acquisition of control of a Canadian business engaged
in a Cultural Activity that exceeds the prescribed lower monetary threshold
applicable to the acquisition of such Canadian businesses.












42





The
Minister of Canadian Heritage's review, similar to the Minister's review, is
based on the statutory threshold of net benefit to Canada.  CSRD is guided
by certain policy statements regarding investments by non-Canadians in Canadian
businesses engaged in certain Cultural Activities.  CSRD's policy
statements address certain Cultural Activities at the production/publication,
distribution and/or exhibition levels.




The
following investments by non-Canadians are subject to notification under
ICA:




1.           An
investment to establish a new Canadian business; and





2.           An
investment to acquire control of a Canadian business that is not reviewable
pursuant to the ICA.


The
following investments by non-Canadians are subject to review under the
ICA:




1.
            An
      investment is reviewable if there is an acquisition of control of a
      Canadian business and the asset value of the Canadian business being
      acquired equals or exceeds the following
  thresholds:





a.
            For
      non-World Trade Organization (“WTO”) investors, the threshold is $5
      million for a direct acquisition and $50 million for an indirect
      acquisition; the $5 million threshold will apply however for an indirect
      acquisition if the asset value of the Canadian business being acquired
      exceeds 50% of the asset value of the global
  transaction;


b.
            Except
      as specified in paragraph (c) below, a threshold is calculated annually
      for reviewable direct acquisitions by or from WTO investors.  The
      threshold for 2007 is $281 million.  Pursuant to Canada's
      international commitments, indirect acquisitions by or from WTO investors
      are not reviewable;





c.
            The
      limits set out in paragraph (a) apply to all investors for acquisitions of
      a Canadian business that:


i   engages
      in the production of uranium and owns an interest in a producing uranium
      property in Canada;


ii.  provides
any financial service;


iii.
provides any transportation services; or


iv. is a cultural business.




2.
            Notwithstanding
      the above, any investment which is usually only notifiable, including the
      establishment of a new Canadian business, and which falls within a
      specific business activity, including the publication and distribution of
      books, magazines, newspapers, film or video recordings, audio or video
      music recordings, or music in print or machine-readable form may be
      reviewed if an Order-in-Council directing a review is made and a notice is
      sent to the Investor within 21 days following the receipt of a certified
      complete notification.




With
reference to 1 (a) above, generally speaking, an acquisition is direct if it
involves the acquisition of control of the Canadian business or of its direct or
indirect Canadian parent and an acquisition is indirect if it involves the
acquisition of control of a non-Canadian direct or indirect parent of an entity
carrying on the Canadian business.  No change of voting control will be
deemed to have occurred if an investor acquires less than one-third of the
voting control of a Canadian company.




With
reference to 1(a) above, a WTO investor, as defined in the ICA, includes an
individual who is a national of a member country of the WTO or who has the right
of permanent residence in relation that WTO member, a government or government
agency of a WTO member, a WTO investor-controlled entity, a company, a limited
partnership, trust or other specified business organizations that is neither
WTO-investor controlled or Canadian controlled of which two-thirds of its board
of directors, general partners or trustees, as the case may be, are any
combination of Canadians and WTO investors.







43





The ICA
exempts certain transactions from notification and review, including, among
others,




1.
            An
      acquisition of voting shares if the acquisition were made in the ordinary
      course of that persons' business as a trader or dealer in
      securities;


2.
            An
      acquisition of control of the company in connection with the realization
      of a security interest granted for a loan or other financial assistance
      and not for any purpose related to the provisions of the
    ICA;


3.
            The
      acquisition of voting interests by any person in the ordinary course of a
      business carried on by that person that consists of providing, in Canada,
      venture capital on terms and conditions not inconsistent with such terms
      and conditions as may be fixed by the Minister;
  and


4.
            Acquisition
      of control of the company by reason of an amalgamation, merger,
      consolidation or corporate reorganization, following which the ultimate
      direct or indirect control in fact of the company, through the ownership
      of voting interests, remains
unchanged.







E.          Taxation





The
following is a summary of the principal Canadian federal income tax
considerations under theIncome Tax Act (Canada) and the regulations thereunder (collectively, the
“Tax Act”, or “ITA”), generally applicable in respect of the holding and
disposition of common shares.  The income tax consequences to any
particular holder of common shares will vary according to the particular
circumstances of each holder, including without limitation, the status of that
holder as an individual, trust, company or member of a partnership, the
jurisdiction in which that holder is subject to taxation and the place where
that holder is resident.




This
summary is based upon the Company's understanding of current provisions of the
Tax Act and the Canada-United States Tax Convention (1980) (the “Tax
Convention”) as at the date of this Form 20-F, of all specific proposals to
amend the Tax Act publicly announced prior to the date hereof and of the current
published administrative and assessing practices of the Canada Revenue Agency
(the “CRA”).  Other than such proposed amendments, this summary does not
take into account or anticipate changes in the law, whether by way of judicial
decision or legislative action, nor any changes in the administrative or
assessing practices of the CRA.  There is no assurance that any specific
proposals to amend the Tax Act will be enacted as proposed or at all.  This
summary does not take into account, or anticipate any provincial, territorial or
foreign tax legislation or other considerations, which may differ from those
consideration described herein.




This
summary is applicable only to holders of common shares who, for the purposes of
the Tax Act and the Tax Convention, are resident in the US, have never been
resident in or deemed to be resident in Canada at any time while they have held
common shares, deal at arm's length with and are not affiliated with, the
Company, hold their common shares as capital property, do not carry on and are
not deemed to carry on an insurance business in Canada, and will not use or hold
or be deemed to use or hold the common shares in the course of carrying on
business in Canada.  Common shares will generally be considered to capital
property for purposes of the Tax Act unless they are held in the course of
carrying on a business of trading or dealing in securities or acquired in a
transaction, which may be considered to be an adventure in the nature of the
trade.  Special rules, which are not discussed in this summary, may apply
to a US holder that is a company that carries on business in Canada and
elsewhere.




This
summary is of a general nature only and is not exhaustive of all Canadian
federal income tax considerations and is not intended to be, nor should it be
construed to be, legal or tax advice to any holder of common shares.  No
opinion, with respect to taxation matters, was requested by the Company or
provided by its auditors or legal counsel.  Each holder should consult his
own tax advisor with respect to the income tax consequences applicable to him in
his own particular circumstances.




Disposition of
Common Shares




A
non-resident of Canada will not be subject to tax under the Tax Act in respect
of a capital gain realized upon the disposition or deemed disposition of a
common share of the Company unless it constitutes “taxable Canadian property”
under the Tax Act and the holder is not entitled to relief under the Tax
Convention.  Such common shares will generally not be taxable Canadian
property provided the holder thereof does not use or hold and is not deemed to
use or hold such shares in connection with carrying on a business in Canada;
such shares are not “designated insurance property” of the holder within the
meaning of the Tax Act; that if the shares listed on a prescribed stock exchange
under the Tax Act, the holder has not, either alone or in combination with
persons with whom the holder does not deal at arm's length, owned or had the
right to acquire 25% or more of the issued shares of any class or series of
shares in the Company within 60 months preceding the date of disposition; such
holder has not elected to treat such shares as taxable Canadian property upon
ceasing to be a resident in Canada; and such shares were not acquired in a tax
deferred exchange for property that was itself taxable Canadian
property.




In the
case of a non-resident holder to whom shares of the Company represent taxable
Canadian property and who is resident in the US, relief from Canadian taxation
may not be available under the Tax Convention in certain cases, including,
without limitation, where the value of such shares is derived principally from
real property situated in Canada.  Mineral exploration rights are generally
considered to be real property for this purpose. Shareholders should consult
with their tax advisors as to whether they will be afforded relief under the Tax
Convention.


44




If common
shares of the Company constitute taxable Canadian property and a holder is not
afforded relief under the Tax Convention, a capital gain (or capital loss) will
generally be realized to the extent that the proceeds of disposition received or
deemed to be received exceed (or are less than) the aggregate adjusted cost base
of such shares, net of any reasonable costs of disposition or deemed
disposition.  One-half of any such capital gain (“taxable capital gain”)
will be required to be included in income in the year of the disposition.
 One half of the amount of any capital loss (“allowable capital loss”) may
be deductible against certain taxable capital gains realized in that year in
accordance with the provisions of the Tax Act.  Allowable capital losses
for a taxation year in excess of taxable capital gains for that year may
otherwise be available for deduction in other taxation years in accordance with
the provisions of the Tax Act.




However,
special rules apply if a non-resident of Canada or certain designated
partnerships dispose of common shares of the Company to another company resident
in Canada with which the non-resident does not deal or is deemed not to deal at
arm's length and, immediately after the disposition, the Company is “connected”
with the purchaser company within the meaning of the Tax Act.  Each holder
should consult with their own tax advisor with respect to the income tax
consequences of any such disposition applicable to them, in their own particular
circumstances.




Dividends




In the
case of any dividends paid or credited or deemed to be paid or credited to
non-residents, the non-resident will be subject to tax on the gross amount of
such dividends.  In the absence of relief under the Tax Convention, the
Company will be required to withhold there from on account of tax, 25% of the
amount of such dividend, and remit same to the Receiver General of Canada, and
the net amount of the dividend will be paid to the non-resident holder.  In
certain cases Article X of the Tax Convention reduces the rate of tax on
dividends paid to residents of the US to 15% of the gross dividend (or 5% in the
case of dividends paid to certain corporate shareholders that beneficially own
at least 10% of the Company's voting shares).  Stock dividends received by
non-residents from the Company are taxable in Canada as ordinary
dividends.




Dispositions
of common shares to the Company will generally result in a deemed dividend to
the holder equal to the amount by which the consideration paid or deemed to be
paid by the Company exceeds the paid-up capital of such shares.  The amount
of such deemed dividend would be subject to withholding tax as described
above.




US
Federal Income Tax Consequences




The
following is a discussion of possible US Federal income tax consequences, under
US law, generally applicable to a US Holder (as defined below) of common shares
of the Company.  This discussion does not address consequences peculiar to
persons subject to special provisions of US Federal income tax law, such as
those described below as excluded from the definition of a US Holder.  In
addition, this discussion does not cover any alternative minimum, US state and
local or foreign tax consequences.




The
following discussion is based upon the Internal Revenue Code of 1986, as amended
(the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”)
rulings, published administrative positions of the IRS, and court decisions that
are currently applicable, any of which could be materially and adversely
changed, possibly on a retroactive basis, at any time.  In addition, the
discussion does not consider the potential effects, both adverse and beneficial,
of recently proposed legislation that, if enacted, could be applied, possibly on
a retroactive basis, at any time.




Circular
230 Disclosure




Any
tax statement made herein regarding any US federal tax is not intended or
written to be used, and cannot be used, by any taxpayer for purposes of avoiding
any penalties.  Any such statement herein is written in connection with the
marketing or promotion of the transaction to which the statement relates.
 Each taxpayer should seek advice based on the taxpayer's particular
circumstances from an independent tax advisor.







45





As used
herein, a US Holder includes a holder of common shares who is a citizen or
individual resident (as defined under US tax laws) of the United States; a
company created or organized in or under the laws of the US or of any political
subdivision thereof; an estate the income of which is taxable in the US
irrespective of source; or a trust if (a) a court within the US is able to
exercise primary supervision over the trust's administration and one or more US
persons have the authority to control all of its substantial decisions or (b)
the trust was in existence on August 20, 1996 and has properly elected to
continue to be treated as a US person.  This summary does not address the
US tax consequences to, and US Holders do not include, persons subject to
specific provisions of federal income tax law, including, but not limited to,
tax-exempt organizations, qualified retirement plans, individual retirement
accounts and other tax-deferred accounts, financial institutions, insurance
companies, real estate investment trusts, regulated investment companies,
broker-dealers, non-resident alien individuals, persons or entities that have a
“functional currency” other than the US dollar, persons who hold common shares
as part of a straddle, hedging or a conversion transaction, and persons who
acquire their common shares as compensation for services.  This summary is
limited to US Holders who own common shares as capital assets and who hold the
common shares directly and not through an intermediary entity.




Distributions
on Common Shares of the Company




Subject
to the discussion below regarding “passive foreign investment companies”
(“PFICs”), US Holders receiving dividend distributions (including constructive
dividends) with respect to common shares of the Company are required to include
in gross income (for US Federal income tax purposes) the gross amount of such
distributions, to the extent that the Company has current or accumulated
earnings and profits, as determined under US Federal tax principals.  This
inclusion is done without reduction for any Canadian income tax withheld from
such distributions.




Any
Canadian tax withheld generally may be credited (subject to certain limitations)
against the US Holder's US Federal taxable income.  (See more detailed
discussion at “Foreign Tax Credits” below.)  To the extent that
distributions exceed current or accumulated earnings and profits of the Company,
they will be treated first as a return of capital up to the US Holder's adjusted
basis in the common shares and thereafter as a gain from the sale or exchange of
the common shares.  Dividends received by non-corporate US Holders may be
subject to US federal income tax at lower rates (generally 15%) than other types
of ordinary income in taxable years beginning before 2011 if certain conditions
are met.  These conditions include the Company not being classified as a
PFIC, it being a qualified foreign company, the US Holder's satisfaction of a
holding period requirement, and the US Holder not treating the distribution as
“investment income” for purposes of the investment interest deduction rules.
 In the case of US Holders that are companies, such dividends generally
will not be eligible for the dividends received deduction.




Foreign
Tax Credit




A US
Holder who pays (or has withheld from distributions) Canadian income tax with
respect to the common shares of the Company may be entitled, at the option of
the US Holder, to either a deduction or a tax credit for such foreign tax paid
or withheld, at the option of the US Holder.  Generally, it will be more
advantageous to claim a credit because a credit reduces US Federal income taxes
on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's
income subject to tax.




This
election is made on a year-by-year basis, and applies to all foreign income
taxes (or taxes in lieu of income tax) paid by (or withheld from) the US Holder
during the year.  There are significant and complex limitations which apply
to the credit, among which is the general limitation that the credit cannot
exceed the proportionate share of the US Holder's US income tax liability that
the US Holder's foreign source income bears to his/her or its worldwide taxable
income.




In the
determination of the application of this limitation, various items of income and
deduction must be classified into foreign and domestic sources.  Complex
rules govern this classification process.







46





In
addition, this limitation is calculated separately with respect to specific
classes or “baskets” of income; foreign taxes assigned to a particular class of
income generally cannot offset United States tax on income assigned to another
class.  For tax years beginning after 2006, there are two classes of
income, “passive category income” and “general category income” for United
States foreign tax credit purposes.  For tax years of US Holders beginning
after October 22, 2004, unused foreign tax can generally be carried back one
year and forward ten years.




The
availability of the foreign tax credit and the application of the limitations
with respect to the foreign tax credit are fact specific, and US Holders should
consult their own tax advisors regarding the foreign tax credit
rules.




Currency
Fluctuations




For
United States federal income tax purposes, the amount received by a US Holder as
payment with respect to a distribution on, or disposition of, common shares, if
paid in Canadian dollars, will be the US dollar value of the payment, regardless
of whether the payment is later converted into US dollars.  In such case,
the US Holders may recognize additional ordinary income or loss as a result of
currency fluctuations between the date on which the payment is made and the date
the payment is converted into US dollars.




Disposition
of Common Shares of the Company




Subject
to the PFIC discussion below, a US Holder will recognize gain or loss upon the
sale of commons shares of the Company equal to the difference, if any, between
the amount of cash plus the fair market value of any property received, and the
US Holder's tax basis in the common shares of Company.




This gain
or loss will be capital gain or loss if the common shares are a capital asset in
the hands of the US Holder, which will be a short-term or long-term capital gain
or loss depending upon the holding period of the US Holder.  Under present
law, a non-corporate US Holder generally is eligible for a maximum 15% US
Federal income tax rate, subject to the PFIC discussion below, for net long-term
(held more than one year) capital gains.  Gains and losses are netted and
combined according to special rules in arriving at the overall capital gain or
loss for a particular tax year.  Deductions for net capital losses are
subject to significant limitations.




US
Anti-Deferral Regimes - Passive Foreign Investment Company (“PFIC”)
Regime




The PFIC
rules may apply to US Holders if the Company, or an entity directly or
indirectly owned by the Company (“Related Entity”), derives 75% or more of its
gross income from certain types of “passive income” (generally, interest,
dividends, rents, royalties and the like), or if the average value during a
taxable year of the Company or the Related Entity's “passive assets” (generally,
assets that generate passive income) is 50% or more of the average value of all
assets held by the Company or the Related Entity.  If the Company or a
Related Entity is classified as a PFIC, a US Holder will be subject to increased
tax liability in respect of gain recognized on the disposition of common shares
or upon the receipt of certain distributions, unless the US Holder makes an
election to be taxed currently on his, her or its pro rata portion of the
Company's income and gain, whether or not such income or gain is distributed in
the form of dividends or otherwise, and the Company provides certain annual
statements which include the information necessary to determine inclusions and
assure compliance with the PFIC rules.  As another alternative to the
foregoing rules, a US Holder may make a mark-to-market election to include in
income each year as ordinary income an amount equal to the increase in value of
the Common shares for that year or to claim a deduction for any decrease in
value (but only to the extent of previous mark-to-market gains).




Neither
the Company nor any Related Entity can give any assurance as to its status as a
PFIC for the current or any future year, and offers no opinion or representation
of any kind with respect to the PFIC status of the Company or any Related
Entity.  US Holders should
consult their own tax advisors with respect to the PFIC issue and its
applicability to their particular tax situation.




F.          Dividends
and Paying Agents





This item
is not applicable.




G.          Statement
by Experts





This item
is not applicable.







47





H.           Documents
on Display





Documents
concerning the Company which are referred to in this Form 20-F may be inspected
upon written request to the Corporate Administrator of the Company as
follows:





World
Ventures Inc.


102 Piper
Crescent


Nanaimo,
BC, Canada


V9T
3G3




The
Company is subject to the information requirements of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and, to the
extent required of Canadian companies, files periodic reports and other
information with the SEC.  All such reports and information may be read and
copied at the public reference facilities listed below.  The Company
intends to provide its shareholders reports containing audited year-end
financial statements and a report thereon from its independent chartered
accountants and quarterly reports for the first three quarters of each fiscal
year containing unaudited interim financial information.




Statements
made in this Form 20-F about the contents of contracts or other documents are
not necessarily complete and the Company refers you to the copy of such
contracts or other documents filed as exhibits to this Form 20-F.




The
Company's SEC filings, and the exhibits thereto, are available for inspection
and copying at the public reference facilities maintained by the Securities and
Exchange Commission at 100 F Street N.E., Washington, D.C., 20549.  Copies
of these filings may be obtained from these offices after the payment of
prescribed fees.  Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the public reference rooms. These
filings are also available on the Securities and Exchange Commission's website
at www.sec.gov.ca





The
Company is required to file reports and other information with Canadian
provincial securities commissions. Interested parties are invited to read and
copy any reports, statements or other information, other than confidential
filings, that the Company with provincial securities commissions. These filings
are also available electronically from the Canadian System for Electronic
Document Analysis and Retrieval (“SEDAR”) (http://www.sedar.com),
the Canadian equivalent of the SEC's electronic document gathering and retrieval
system. The Company will provide its shareholders with proxy statements prepared
according to Canadian law.  As a Canadian company, the Company is exempt
from the Exchange Act rules prescribing the furnishing and content of proxy
statements to shareholders and is also exempt from the short-swing profit
recovery and disclosure regime of Section 16 of the Exchange Act. Copies of
proxy statements may be obtained by providing requests to us at the following
address: World Ventures Inc. 102 Piper Crescent, Nanaimo, BC, Canada, V9T
3G3.




I.          Subsidiary
Information





This item
is not applicable.




ITEM
11                      QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





The
Company has not entered into any activities in derivative financial instruments
or derivative commodity instruments. The Company's financial assets are in the
form of cash and cash equivalents held at institutions with high credit quality
ratings.




As a
Canadian Company, World Ventures Inc.'s cash balances are kept primarily in
Canadian funds, revenues are negotiated in Canadian dollars and expenses are
predominately in Canadian dollars. The Company does have limited exposure to
foreign exchange risk, but this is restricted to payment of current trade
accounts payable in US Dollars where most of the Company's cash assets are
denominated in Canadian Dollars. Therefore, the Company believes it is exposed
to only minimal exchange rate risk. The Company considers the amount of risk to
be manageable and does not currently, nor is likely in the foreseeable future,
conduct hedging to reduce its exchange rate risk.




ITEM
12                      DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES
  This item
is not applicable.





48








ITEM
13                      DEFAULTS,
DIVIDEND ARREARAGES AND DELINQUENCIES





There
have been no defaults in the payment of principal, interest or a sinking or
purchase fund installment or any other material default related to indebtedness.
 There are no dividend arrearages or any other delinquencies with respect
to any class of preferred stock.




ITEM 14
            MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITYHOLDERS AND USE OF
      PROCEEDS





There has
been no modification of the instruments defining the rights of holders of any
class of the Company's registered securities.  There has been no
modification or qualification of the rights evidenced by any class of the
Company's registered securities by issuing or modifying any other class of
securities.  There are no assets securing any class of the Company's
registered securities.  There has been no change in the last financial year
to the trustee of the Company's registered securities.




ITEM
15                      CONTROLS
AND PROCEDURES





Disclosure
Controls and Procedures




A
Disclosure Committee of World Ventures Inc. was appointed by the Board of
Directors in 2006 to oversee the Company's disclosure activities and to assist
the Board of Directors in fulfilling its responsibilities in this respect. The
purpose of the Committee is to ensure that the Company implements and maintains
internal procedures for the timely collection, evaluation and disclosure, as
appropriate, of information potentially subject to public disclosure under the
legal, regulatory and stock exchange requirements to which the Company is
subject.
  The
Committee's responsibilities include the following:
  ·
              review
      material developments and advise on the Company's disclosure obligations
      on a timely basis;
  ·
              advise
      on and discuss the timely review, publication and filing of periodic and
      current reports with the various parties involved, including the Chief
      Executive Officer and the Chief Financial Officer, and review that these
      reports do not contain an untrue statement of a material fact or omit to
      state a material fact required to be stated therein or necessary to make
      the statements therein not
misleading;
  ·
              periodically
      review past disclosures contained in public filings and other public
      information and advise whether any updates or corrections are appropriate;
      and
  ·
              evaluate
      and advise on the effectiveness of the Company's internal and disclosure
      controls and procedures, including the steps that it deems necessary or
      desirable to effect compliance with those
  procedures.
  Under  the  supervision 
and  with  the  participation  of the Company’s
management,  including  its  Chief Executive Officer and Chief
Financial Officer,  the  Company  evaluated  the 
effectiveness  of the design and operation  of its disclosure controls
and procedures (as defined in Rule 13a-15(e)  or  15d-15(e) 
under  the  Exchange  Act).   Based  upon that
evaluation,  the  Chief  Executive  Officer  and Chief
Financial Officer concluded  that, as of the end of the period covered by
this report, theCompany’s  disclosure 
controls  and procedures were adequately designed and are effective to
ensure that information required to be disclosed by the Company in the reports
it files or submits under the Exchange Act is recorded,  processed, 
summarized  and  reported within the time periods specified in
applicable rules and forms.
  In 
addition,  the Company’s Chief Executive Officer and Chief Financial
Officer  have determined that the disclosure controls and procedures are
effective  to  ensure  that  information required to be
disclosed in the  reports  that  are  filed 
under  the  Exchange  Act  is accumulated and
communicated  to  management,  including the Chief Executive
Officer and Chief  Financial  Officer,  to allow timely decisions
regarding required disclosure.
  There are
inherent limitations as to the effectiveness of any system of disclosure
controls and procedures, including the possibility of human error and
circumvention or overriding of the controls or procedures. It should also be
noted that the Company's internal controls and procedures will not prevent or
detect all errors and fraud. A control system, no matter how well conceived or
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Accordingly, even effective disclosure
controls and procedures can only provide reasonable assurance of achieving their
control objectives. Consequently, management applies its judgment in evaluating
the cost-benefit relationship of possible controls and procedures.
  Internal
Disclosure Controls and Procedures
  The
Company’s management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in
Rules 13a-15(f)   and  
15d-15(f) under the Exchange Act.  
The Company’s management has employed a framework consistent
with Exchange Act Rule 13a-15(c), to evaluate the Company’s
internal control over financial reporting   described  
below.   The  Company’s  internal  control  over
financial   reporting  is  a  process 
designed  to  provide  reasonable assurance  regarding 
the  reliability  of  financial  reporting and the 
preparation  and  fair presentation of financial statements for
external purposes in accordance with generally accepted accounting
principles.
  Because of
its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Projections
of any evaluation  of  effectiveness  to future periods are
subject to the risk that controls may become inadequate because of changes in
conditions, or that  the  degree  of  compliance 
with  the  policies or procedures may deteriorate.
  Management 
conducted  an  evaluation of the design and operation of the
Company’s  internal  control  over financial reporting as of
October 31, 2008  based  on  the criteria set forth in Internal
Control  Integrated Framework  issued  by  the 
Committee of Sponsoring Organizations of the Tread way  
Commission.    This   evaluation  
included   review  of  the documentation  of 
controls,  evaluation  of the design effectiveness of controls, 
testing  of  the  operating  effectiveness  of controls
and a conclusion on this evaluation.  Based on this evaluation, management
has concluded that the Company’s internal control over financial
reporting was effective as of October 31, 2008 and no
material weaknesses were discovered.





49





The
Company has evaluated the effectiveness of our disclosure controls and
procedures and has concluded that they are effective to provide assurance that
material information relating to the Company and its consolidated subsidiaries
is made known to management and disclosed in accordance with applicable
securities regulations.
  Attestation
Report of the registered public accounting firm
  The 
report  immediately  preceding  the  Company’s audited
consolidated balance  sheets  as  at  October 
31,  2008  and 2007 is incorporated by reference
herein.


Changes
in Internal Control Over Financial Reporting




There
were no changes in the Company's internal controls over financial reporting or
in other factors that could significantly affect these controls during the year
ended October 31, 2008, or subsequent to the evaluation date identified in
connection with the evaluation thereof by the Company's management including the
Chief Executive Officer and Acting Chief Financial Officer, that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.





ITEM
16                      RESERVED
BY THE SEC





ITEM
16A                   AUDIT
COMMITTEE FINANCIAL EXPERT





The Board
of Directors of World Ventures Inc. does not have an “audit committee financial
expert”, as defined in Item 16A of Form 20-F and as defined by rules of the
AMEX.




ITEM
16B                   CODE
OF CONDUCT





The
Company has not yet adopted a written “code of ethics” that meets the new United
States' Sarbanes-Oxley standards. The Board believes that its existing standards
and procedures are adequate for its purposes.  The Company believes that
its management structure and corporate culture effectively deter wrongdoing and
promote honest and ethical conduct, full, fair and accurate, timely, and
understandable disclosure in reports and documents, compliance with applicable
governmental laws, rules and regulations, prompt internal reporting of unethical
conduct and accountability for adherence to the conduct standards. The Company
has a small number of employees and most of its officers are also directors,
thus eliminating any split between the Company’s management and the directors
who are responsible to safeguard shareholder interests.  As a result, the
Company believes that the activities of the Company’s officers, employees and
other agents can be easily monitored by its directors, thus eliminating the need
for a formal written code of ethics.





ITEM
16C                   PRINCIPAL
ACCOUNTANT FEES AND SERVICES





The
following table sets forth, for each of the years indicated, the fees billed by
World Ventures Inc.'s independent public accountants, and the percentage of the
services that were approved by the Audit Committee.




Year Ended October 312008
                
                
                2007Audit
      Fees
                
                $
                36,500
                
                
                $
                24,000Audit-related
      Fees
                
                
                0
                
                
                
                0Tax
      Fees
                
                
                -
                
                
                
                -All
      Other Fees
                
                
                -
                
                
                
                -Total
                
                $
                36,500
                
                
                $
                24,500




Pre-Approval
Policies and Procedures




The Board
of Directors has delegated certain responsibilities to the Audit Committee.
 The Audit Committee adopted an Audit Committee Charter that outlines its
responsibilities including the pre-approval of audit and non-audit services
rendered by the Company's independent public accountants.  No issue
regarding these services has arisen in the last two fiscal
years.









50





ITEM
16D                      EXEMPTIONS
FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE





This item
is not applicable.




ITEM
16E                      PURCHASES
OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS




Neither
the Company, nor any affiliated purchaser of the Company, has purchased any of
the Company's securities during 2008.




ITEM
17.                        FINANCIAL
STATEMENTS




PagesManagement’s Responsibility for Financial
      Reporting
              53Report of Independent Registered Public Accounting
      Firm
              54Consolidated Balance Sheets for years ended October 31, 2007
      and 2006
              55Consolidated Statements of Operations and Deficit for Three
      Years Ended October 31, 2007, 2006 and 2005
              56Consolidate Statements Cash Flows for Three Years Ended October
      31, 2007, 2006 and 2005
              57Notes to Consolidated Financial
    Statements
              58-80





ITEM
18.                       CONSOLIDATED
FINANCIAL STATEMENTS AND EXHIBITS





This item
is not applicable





ITEM
19.                      EXHIBITS





EXHIBIT
NO.





12.1
            Certification
      of Principal Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002




12.2
            Certification
      of Principal Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002




13.1
            Certification
      of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002




13.2
            Certification
      of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002














51

















WORLD
VENTURES INC.


(An
Exploration Stage Company)





Consolidated
Financial Statements


October
31, 2008 and 2007
















Index
              PageManagement’s Responsibility for Financial
      Reporting
              53Report of Independent Registered Public Accounting
      Firm
              54Consolidated Financial StatementsConsolidated Balance Sheets
              55Consolidated Statements of Operations and
      Deficit
              56Consolidated Statements of Cash Flows
              57Notes to Consolidated Financial
    Statements
              58-80











52





MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL
REPORTING




The
consolidated financial statements of World Ventures Inc. (An Exploration Stage
Company) are the responsibility of the Company’s management. The consolidated
financial statements are prepared in accordance with Canadian generally accepted
accounting principles and reflect management’s best estimates and judgment based
on information currently available.
 
 Management
has developed and maintains a system of internal controls to ensure that the
Company’s assets are safeguarded, transactions are authorized and properly
recorded and financial information is reliable.
 
 The Board
of Directors is responsible for ensuring management fulfills its
responsibilities.  The Audit Committee reviews the results of the
audit and the annual consolidated financial statements prior to their submission
to the Board of Directors for approval.
 
 The
consolidated balance sheets as at October 31, 2008 and 2007 and the consolidated
statements of operations and deficit and cash flows for the years ended October
31, 2008, 2007 and 2006 have been audited by Smythe Ratcliffe LLP, Chartered
Accountants, and their report outlines the scope of their examination and gives
their opinion on the consolidated financial statements.
 
 
 /s/
Stewart A.
Jackson                                                                           /s/
Gary Van Norman
 ...............................................                                                             ........................................
 Stewart
A.
Jackson                                                                                
Gary Van Norman
 President
and Chief Executive
Officer                                               Vice
President and Chief Financial Officer
 
 Vancouver,
Canada
 May 15,
2009


























53





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





TO
THE SHAREHOLDERS OF WORLD VENTURES INC. (AN EXPLORATION STAGE
COMPANY)
 
 We have
audited the consolidated balance sheets of World Ventures Inc. (an Exploration
Stage Company) as at October 31, 2008 and 2007 and the consolidated
statements of operations and deficit and cash flows for the years ended
October 31, 2008, 2007, and 2006.  These financial statements are
the responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements based on our
audits.
 
 We
conducted our audits in accordance with auditing standards generally accepted in
Canada and the standards of the Public Company Accounting Oversight Board
(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 consolidated financial statements present fairly, in all material
respects, the financial position of the Company as at October 31, 2008 and 2007
and the results of its operations and its cash flows for the years ended
October 31, 2008, 2007, and 2006 in accordance with Canadian generally
accepted accounting principles.
 
 “Smythe
Ratcliffe LLP” (signed)
 
 Chartered
Accountants
 
 Vancouver,
Canada
 May 15,
2009
 
 COMMENTS BY AUDITORS FOR U.S.
READERS
 ON
CANADA – UNITED STATES OF AMERICA REPORTING DIFFERENCES
 
 In the
United States of America, reporting standards for auditors requires the addition
of an explanatory paragraph (following the opinion paragraph) when the financial
statements are affected by conditions and events that cast substantial doubt on
the Company’s ability to continue as a going concern, such as described in note
2 to the consolidated financial statements.  Our report to the
shareholders dated May 15, 2009 is expressed in accordance with Canadian
reporting standards, which do not permit a reference to such events and
conditions in the auditors' report when they are adequately disclosed in the
financial statements.
 
 “Smythe
Ratcliffe LLP” (signed)
 
 Chartered
Accountants
 
 Vancouver,
Canada
 May 15,
2009





54
 PKF
International


WORLD
VENTURES INC.


(An
Exploration Stage Company)


Consolidated Balance Sheets


October
31


2008
                  
                  
                  2007Assets (note 3)CurrentCash
                  
                  $
                  410
                  
                  
                  $
                  126,338Accounts
      receivable (note 10)
                  
                  
                  4,666
                  
                  
                  
                  5,2345,076
                  
                  
                  
                  131,572Deposit(note
      9(b))
                  
                  
                  14,000
                  
                  
                  
                  0Equipment(note
      6)
                  
                  
                  769
                  
                  
                  
                  1,026Resource Properties(notes 7 and 10)
                  
                  
                  480,724
                  
                  
                  
                  432,010$
                  500,569
                  
                  
                  $
                  564,608LiabilitiesCurrentAccounts
      payable and accrued liabilities (notes 3, 8 and 10)
                  
                  $
                  290,906
                  
                  
                  $
                  272,333Shareholders’
      EquityCapital Stock(note
      9(b))
                  
                  
                  8,167,130
                  
                  
                  
                  7,975,093Contributed Surplus
      (note 9(f))
                  
                  
                  613,097
                  
                  
                  
                  494,523Deficit
                  
                  
                  (8,570,564
                  )
                  
                  
                  (8,177,341
                  )209,663
                  
                  
                  
                  292,275$
                  500,569
                  
                  
                  $
                  564,608
 
 Going
Concern (note 2)
 Contingencies
(note 14)
 Subsequent
Events (note 15)
 
 Approved
on behalf of the Board:
 
 /s/
Stewart A. Jackson
 ........................................................................................  Director
 Stewart
A. Jackson
 
 /s/
Gary Van Norman
 ........................................................................................  Director
 Gary Van
Norman








See notes
to consolidated financial statements.
 55





WORLD
VENTURES INC.


(An
Exploration Stage Company)


Consolidated Statements of Operations and Deficit


Years
Ended October 31




2008
                  
                  
                  2007
                  
                  
                  2006ExpensesTravel
      and promotion (note 10(e))
                  
                  $
                  68,380
                  
                  
                  $
                  25,547
                  
                  
                  $
                  45,252Stock-based
      compensation (note 9)
                  
                  
                  60,156
                  
                  
                  
                  171,470
                  
                  
                  
                  0Accounting
      and administration
                  
                  
                  54,783
                  
                  
                  
                  47,323
                  
                  
                  
                  28,403Professional
      fees
                  
                  
                  53,869
                  
                  
                  
                  19,973
                  
                  
                  
                  37,436Consulting
      fees (note 10(a))
                  
                  
                  37,451
                  
                  
                  
                  4,500
                  
                  
                  
                  2,000Shareholder
      communications (note 10(b))
                  
                  
                  30,000
                  
                  
                  
                  0
                  
                  
                  
                  0Filing
      fees
                  
                  
                  12,555
                  
                  
                  
                  7,814
                  
                  
                  
                  8,653Rent
      (note 10(c))
                  
                  
                  12,000
                  
                  
                  
                  12,000
                  
                  
                  
                  12,000Office
                  
                  
                  7,758
                  
                  
                  
                  21,882
                  
                  
                  
                  7,513Interest
      and bank charges
                  
                  
                  6,385
                  
                  
                  
                  5,668
                  
                  
                  
                  8,025Telephone
      and fax
                  
                  
                  6,319
                  
                  
                  
                  3,627
                  
                  
                  
                  2,465Vehicle
      and fuel
                  
                  
                  1,169
                  
                  
                  
                  413
                  
                  
                  
                  253Amortization
                  
                  
                  257
                  
                  
                  
                  256
                  
                  
                  
                  320Loss
      Before Other Items
                  
                  
                  (351,082
                  )
                  
                  
                  (320,473
                  )
                  
                  
                  (152,320
                  )Other
      ItemsWrite-off
      of accounts payable (note 14)
                  
                  
                  15,094
                  
                  
                  
                  0
                  
                  
                  
                  0Write-down
      of resource properties (note 7)
                  
                  
                  (57,235
                  )
                  
                  
                  0
                  
                  
                  
                  0Net
      Loss and Comprehensive Loss for the Year
                  
                  
                  (393,223
                  )
                  
                  
                  (320,473
                  )
                  
                  
                  (152,320
                  )Deficit,
      Beginning of Year
                  
                  
                  (8,177,341
                  )
                  
                  
                  (7,856,868
                  )
                  
                  
                  (7,704,548
                  )Deficit,
      End of Year
                  
                  $
                  (8,570,564
                  )
                  
                  $
                  (8,177,341
                  )
                  
                  $
                  (7,856,868
                  )Loss per Share, basic and
      diluted
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.01
                  )Weighted
      Average Number of Common Shares Outstanding
                  
                  
                  18,454,883
                  
                  
                  
                  15,992,182
                  
                  
                  
                  14,616,609





See notes
to consolidated financial statements.
 56





WORLD
VENTURES INC.


(An
Exploration Stage Company)


Consolidated Statements of Cash Flows


Years
Ended October 31


2008
                  
                  
                  2007
                  
                  
                  2006Operating
      ActivitiesNet
      loss
                  
                  $
                  (393,223
                  )
                  
                  $
                  (320,473
                  )
                  
                  $
                  (152,320
                  )Items
      not involving cashStock-based
      compensation
                  
                  
                  60,156
                  
                  
                  
                  171,470
                  
                  
                  
                  0Write-off
      of accounts payable
                  
                  
                  (15,094
                  )
                  
                  
                  0
                  
                  
                  
                  0Write-down
      of resource properties
                  
                  
                  57,235
                  
                  
                  
                  0
                  
                  
                  
                  0Write-down
      of equipment
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  492Amortization
                  
                  
                  257
                  
                  
                  
                  256
                  
                  
                  
                  320(290,669
                  )
                  
                  
                  (148,747
                  )
                  
                  
                  (151,508
                  )Changes
      in non-cash working capitalAccounts
      receivable
                  
                  
                  568
                  
                  
                  
                  (2,549
                  )
                  
                  
                  1,655Accounts
      payable and accrued liabilities
                  
                  
                  104,281
                  
                  
                  
                  34,918
                  
                  
                  
                  (27,021
                  )Cash
      Used in Operating Activities
                  
                  
                  (185,820
                  )
                  
                  
                  (116,378
                  )
                  
                  
                  (176,874
                  )Investing
      ActivityExpenditures
      on resource properties
                  
                  
                  (105,949
                  )
                  
                  
                  (107,291
                  )
                  
                  
                  (60,414
                  )Financing
      ActivityProceeds
      from private placements
                  
                  
                  165,841
                  
                  
                  
                  332,904
                  
                  
                  
                  250,000Inflow
      (Outflow) of Cash
                  
                  
                  (125,928
                  )
                  
                  
                  109,235
                  
                  
                  
                  12,712Cash,
      Beginning of Year
                  
                  
                  126,338
                  
                  
                  
                  17,103
                  
                  
                  
                  4,391Cash,
      End of Year
                  
                  $
                  410
                  
                  
                  $
                  126,338
                  
                  
                  $
                  17,103Supplemental
      Information for Investing andFinancing
      ActivitiesBifurcation
      of the units (notes 9(b) and 9(c))
                  
                  $
                  58,418
                  
                  
                  $
                  0
                  
                  
                  $
                  0Common
      shares issued for settlement of accounts payable (note
    9(b))
                  
                  $
                  70,614
                  
                  
                  $
                  37,096
                  
                  
                  $
                  67,720Common
      shares issued as deposit for accounts payable (note 9(b))
                  
                  $
                  14,000
                  
                  
                  $
                  0
                  
                  
                  $
                  0Supplemental
      Cash Flow InformationInterest
      paid
                  
                  $
                  282
                  
                  
                  $
                  540
                  
                  
                  $
                  2,322Income
      taxes paid
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0








See notes
to consolidated financial statements.
 57





WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006





1.
              OPERATIONS
 
 World
Ventures Inc. (the “Company”) was incorporated under the laws of the province of
British Columbia, Canada.  It is an exploration stage company, whose
principal business activities include the exploration of natural resource
properties.  It has not been determined whether its properties contain
ore reserves that are economically recoverable.  The Company has not
earned revenues from its mineral properties.
 
 2.
              GOING
      CONCERN
 
 These
financial statements have been prepared by management in accordance with
Canadian generally accepted accounting principles on a going concern basis,
which assumes that the Company will realize its assets and discharge its
liabilities in the normal course of business.
 
 Several
adverse conditions cast substantial doubt on the validity of the going concern
assumption.The Company
has incurred significant operating losses (2008 – $393,223; 2007 – $320,473;
2006 – $152,320) and has an accumulated deficit of $8,570,564 (2007 –
$8,177,341) and a working capital deficiency of $285,830 (2007 – $140,761) at
October 31, 2008.  The Company's ability to continue as a going
concern is dependent upon its ability to secure additional financing on a timely
basis, receive cooperation from its creditors and achieve sufficient cash flows
to cover obligations and expenses.  The outcome of these matters
cannot be predicted at this time.
 
 The
Company currently has some long outstanding amounts owed to creditors which have
gone to collection agencies.  The Company owes the British Columbia
government for corporation capital tax (note 3), which has interest accruing on
a monthly basis.  Additionally the court order requirement to
repurchase shares as mentioned in note 9(e) is still
incomplete.
 
 The
business of mining and exploration involves a high degree of risk and there can
be no assurance that current exploration programs will result in profitable
mining operations. The investment in and expenditures on resource properties
comprise substantially all of the Company's assets. The Company has no source of
revenue, and has significant cash obligations to meet its administrative
overhead, maintain its resource properties and continue exploration
activities.  The recoverability of amounts shown for resource
properties is dependent on several factors. These include the discovery of
economically recoverable reserves, the ability of the Company to raise the
necessary financing to complete the development of these properties, and future
profitable production or proceeds from disposition of resource properties. The
carrying value of the Company’s resource properties does not reflect current or
future values.
 
 These
financial statements do not give effect to any adjustments to the amounts and
classifications of assets and liabilities, which might be necessary should the
Company be unable to continue operations as a going concern.
 
 3.
              CHARGE
      ON ASSETS
 
 A charge
has been placed over all the assets of the Company as security for unpaid
British Columbia corporation capital tax amounting to approximately $102,567
(2007 – $96,687), including interest, as at October 31, 2008. This amount is
included in accounts payable (note 8).








See notes
to consolidated financial statements.
 58








WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006





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





See notes
to consolidated financial statements.
 59





WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006





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











See notes
to consolidated financial statements.
 60





WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006





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








See
notes to consolidated financial statements.
 61






WORLD VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006





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





See notes
to consolidated financial statements.
 62





WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006





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








See notes
to consolidated financial statements.
 63





WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006








4.
              SIGNIFICANT ACCOUNTING
      POLICIES (Continued)





(n)
            Future
      accounting changes (continued)





(iii)
            Goodwill
      and Intangible Assets





In
February 2008, the CICA issued Handbook Section 3064, “Goodwill and Intangible
Assets”, replacing Section 3062, “Goodwill and Other Intangible Assets”, and
Section 3450, “Research and Development Costs”.  These sections
establish standards for the recognition, measurement, presentation and
disclosure of goodwill subsequent to its initial recognition and of intangible
assets by profit-oriented enterprises.  Standards concerning goodwill
are unchanged from the standards included in the previous Section
3062.  The new section is effective for the Company November 1,
2008.  The Company is in the process of assessing the impact of this
new section on its consolidated financial statements.





(iv)
            Credit
      Risk and the Fair Value of Financial Assets and Financial
      Liabilities





In
January 20, 2009, the Emerging Issues Committee (“EIC”) of the CICA issued
EIC-173, “Credit Risk and the Fair Value of Financial Assets and Financial
Liabilities”, which clarifies that an entity's own credit risk and the credit
risk of the counterparty should be taken into account in determining the fair
value of financial assets and liabilities, including derivative instruments.
EIC-173 is to be applied retrospectively without restatement of prior periods in
interim and annual financial statements for periods ending on or after the date
of issuance of EIC-173. The Company will adopt this recommendation in its fair
value determinations for its fiscal year ending October 31, 2009.





(v)
            Mining
      Exploration Costs





In March
2009, the EIC issued EIC-174, “Mining Exploration Costs”, which provides
guidance on capitalization of exploration costs related to mining properties. It
also provides guidance for development and exploration stage entities that
cannot estimate future cash flows from its properties in assessing whether
impairment in such properties is required. EIC-174 also provides additional
discussion on recognition for long-lived assets. EIC-174 is to be applied
retrospectively without restatement of prior periods in interim and annual
financial statements for periods ending on or after the date of issuance of
EIC-174. The Company will adopt this recommendation for its fiscal year ending
October 31, 2009.









See notes
to consolidated financial statements.
 64








WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006





5.           FINANCIAL
INSTRUMENTS
 
 The
Company has classified its cash as held-for-trading, accounts receivable as
loans and receivables and accounts payable and accrued liabilities as other
financial liabilities.
 
 The
carrying values of cash, accounts receivable and accounts payable and accrued
liabilities approximate their fair values due to their short-term maturity of
these financial instruments.
 
 The
Company's risk exposure and the impact on the Company's financial instruments
are summarized below:
 
 (a)
              Credit
      risk
 
 Credit
risk is the risk the Company will face a financial loss from not being able to
collect or access their financial assets. The Company is not exposed to
significant credit risk on its financial assets.
 
 (b)
              Liquidity
      risk
 
 Liquidity
risk is the risk that the Company will not be able to meet its financial
obligations as they fall due.  The Company’s approach to managing
liquidity risk is to provide reasonable assurance that it will have sufficient
funds to meet liabilities when due.  The Company manages its liquidity
risk by forecasting cash flows from operations and anticipated investing and
financing activities.  The Company’s objective is to maintain
sufficient cash to meet the Company’s business requirements; however, at October
31, 2008, the cash balance of $410 is insufficient to meet the Company’s
immediate needs.  Therefore, the Company will be required to raise
additional capital or sell one or more of its resource properties in order to
fund its operations for 2009. At October 31, 2008, the Company had accounts
payable and accrued liabilities of $290,206 (2007 – $272,333), which are all
payable within six months.
 
 (c)
              Market
      risk
 
 Market
risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in market prices.  Market
risk comprises three types of risk: interest rate risk, foreign currency risk,
and other price risk.
 
 (i)
              Interest
      rate risk
 
 Interest
rate risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in market interest rates. The
Company is not exposed to significant interest rate risk due to the short-term
nature of its monetary assets and liabilities; however, it is subject to
interest rate risk to the extent of changes in the prescribed interest rate
charged by the Minister of Finance (note 3).








See notes
to consolidated financial statements.
 65





WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006





5.           FINANCIAL
INSTRUMENTS (continued)
 
 (c)           Market
risk (continued)
 
 (ii)
              Foreign
      currency risk
 
 The
Company is exposed to foreign currency risk to the extent that certain assets,
and the commitments related to those assets, are denominated in foreign
currencies. Changes in these foreign exchange rates will result in an increase
or decrease in future cash outflows.  The Company has not entered into
any foreign currency contracts to mitigate this risk. As at October 31, 2008,
the Company is committed, via its Lapon property option agreement (note 7(a)),
to making monthly payments of USD $4,500 totalling USD $54,000 for the
year.
 
 The
Company’s sensitivity analysis suggests that a consistent 10% change in the
absolute rate of exchange in United Stated dollars, the foreign currency for
which the Company has future commitments, would lead to a change in cash flows
of USD $5,400 for the Company.
 
 (iii)
              Other
      price risk
 
 Other
price risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in market prices, other than those
arising from interest rate risk, foreign exchange risk or commodity price
risk.  The Company has no financial instruments exposed to such
risk.
 
 6.
              EQUIPMENT
 
 2008Cost
                  
                  
                  Accumulated
                    Amortization
                  
                  
                  NetMachinery
                  
                  $
                  5,671
                  
                  
                  $
                  5,136
                  
                  
                  $
                  535Equipment
                  
                  
                  967
                  
                  
                  
                  733
                  
                  
                  
                  234$
                  6,638
                  
                  
                  $
                  5,869
                  
                  
                  $
                  769
 
 2007Cost
                  
                  
                  Accumulated
                    Amortization
                  
                  
                  NetMachinery
                  
                  $
                  5,671
                  
                  
                  $
                  4,957
                  
                  
                  $
                  714Equipment
                  
                  
                  967
                  
                  
                  
                  655
                  
                  
                  
                  312$
                  6,638
                  
                  
                  $
                  5,612
                  
                  
                  $
                  1,026





See notes
to consolidated financial statements.
 66





WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006





7.
              RESOURCE
      PROPERTIES
 
 Lapon
                  
                  
                  Guanacaste
                  
                  
                  Triton
                  
                  
                  Crystal
      Springs
                  
                  
                  Gladiator
                  
                  
                  Totals(note
      7(a))
                  
                  
                  (note
      7(b))
                  
                  
                  (note
      7(d))
                  
                  
                  (note
      7(e))
                  
                  
                  (note7(f))Balance,
      October 31, 2006
                  
                  $
                  309,985
                  
                  
                  $
                  1
                  
                  
                  $
                  2,000
                  
                  
                  $
                  12,732
                  
                  
                  $
                  0
                  
                  
                  $
                  324,719Insurance
                  
                  
                  5,344
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  5,344Filing
      fees
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  2,172
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  2,172Legal
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  8,630
                  
                  
                  
                  8,629Consulting
                  
                  
                  25,000
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  25,000Lease
      and supplies
                  
                  
                  57,954
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  4,000
                  
                  
                  
                  0
                  
                  
                  
                  61,954Travel
                  
                  
                  4,192
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  4,192Net
      expenditures for the year
                  
                  
                  92,490
                  
                  
                  
                  0
                  
                  
                  
                  2,172
                  
                  
                  
                  4,000
                  
                  
                  
                  8,630
                  
                  
                  
                  107,291Balance,
      October 31, 2007
                  
                  
                  402,475
                  
                  
                  
                  1
                  
                  
                  
                  4,172
                  
                  
                  
                  16,732
                  
                  
                  
                  8,630
                  
                  
                  
                  432,010Insurance
                  
                  
                  5,965
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  5,965Legal
                  
                  
                  3,524
                  
                  
                  
                  0
                  
                  
                  
                  766
                  
                  
                  
                  957
                  
                  
                  
                  2,657
                  
                  
                  
                  7,904Consulting
                  
                  
                  12,266
                  
                  
                  
                  0
                  
                  
                  
                  3,991
                  
                  
                  
                  5,461
                  
                  
                  
                  9,869
                  
                  
                  
                  31,587Lease
      and supplies
                  
                  
                  56,493
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  4,000
                  
                  
                  
                  0
                  
                  
                  
                  60,493Net
      expenditures for the year
                  
                  
                  78,248
                  
                  
                  
                  0
                  
                  
                  
                  4,757
                  
                  
                  
                  10,418
                  
                  
                  
                  12,526
                  
                  
                  
                  105,949Write-off
      of properties
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  (8,929
                  )
                  
                  
                  (27,150
                  )
                  
                  
                  (21,156
                  )
                  
                  
                  (57,235
                  )Balance,
      October 31, 2008
                  
                  $
                  480,723
                  
                  
                  $
                  1
                  
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  480,724
 
 Ownership
in mineral interests involves certain inherent risks due to the difficulties of
determining the validity of certain claims, as well as the potential for
problems arising from the frequent, ambiguous conveyance history characteristics
of mineral interests. The Company has investigated ownership of its mineral
interests and to the best of its knowledge ownership of its interests are in
good standing.
 
 (a)
              Lapon
      Canyon, Nevada, USA
 
 In 2002,
the Company entered into a lease purchase agreement to acquire the right to
explore, develop and mine a property located in Mineral County, Nevada, USA (the
"Property").  The initial lease term was five years and could be
extended for an additional five years, and for as long thereafter as minerals
are mined and produced from the Property.  Upon commencing production
of valuable minerals from the Property, the Company will pay the lessor a
royalty on production equal to 4% of net smelter returns (“NSR”).
 
 In
January 2007, an Amendment Agreement Letter amended the term of the lease to
automatically extend the lease for an additional five years to June 6,
2012.  The amended minimum lease payment is US $4,500 per month from
September 6, 2007 through the sixth day of each month thereafter (paid to March
2009).
 
 The
lessor also granted the Company the exclusive right and option to purchase the
Property for US $1,250,000 or 50% of the unpaid balance at any time during
the initial or extended terms of the lease.  Upon exercise of this
option by the Company, the lessor will transfer the Property to the Company with
a reserved royalty on production equal to a 0.5% NSR.








See notes
to consolidated financial statements.
 67





WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006





7.
              RESOURCE PROPERTIES(Continued)
 
 (a)
              Lapon
      Canyon, Nevada, USA (continued)
 
 On July
31, 2005, the Company applied to the Regional Office of The Bureau of Land
Management for permits to carry out its exploration program on the Lapon Canyon
gold project. The Company received approval on September 16, 2005 and was
required to post a reclamation bond in the amount of US $2,500. On March
27, 2006, the Company retained a consultant to oversee underground exploration
and sampling activities.
 
 On April
9, 2009, the Company entered into a letter of intent to option up to 50% of the
ownership interest in the Lapon Canyon property to an unrelated third party. The
optionee can earn a 20% interest in the property by paying the Company $100,000
within 7 days of the execution of the letter of intent. The optionee can earn
the additional 30% interest by making exploration expenditures of $650,000
within two years of the letter of intent within the context of the exploration
program of the Company.
 
 (b)
              Guanacaste,
      Costa Rica
 
 Pursuant
to an option agreement dated October 23, 1995 and amended February 27, 1996, the
Company acquired an option for the mineral and surface rights in Concession 6622
situated in the Juntas de Abangares, District of Guanacaste, Costa Rica, subject
to a 10% royalty in favour of Minera Oceanica S.A. on operating profits derived
from the property, or US $100,000 per year, whichever is
greater.  This royalty has been waived indefinitely until the
commencement of production. The Company wrote down its investment of $395,496 in
the property during 2003 and is holding the rights for future use. There were no
expenditures in 2008, 2007 or 2006 for this property.
 
 (c)
              Pan-Oro,
      Panama
 
 During
1995, the Company entered into a letter of agreement with Grande Portage
Resources Ltd. to enter into a joint venture agreement to develop mineral
concessions in Panama.  The agreement has not yet been concluded and
regulatory approval remains outstanding.  During 2001, the Company
decided to write-down its investment in this property to a nominal carrying
value.  The Company has a 90% ownership interest in Pan-Oro S.A., an
inactive Panamanian corporation. As at October 31, 2008, the Company is not
actively exploring this property. There were no expenditures on the property in
2008, 2007 or 2006.
 
 (d)
              Triton,
      Ontario, Canada
 
 The
Company had written-off the cost of its initial interest in this property in its
1997 fiscal year. During the 2004 fiscal year, the Company acquired an
additional 50% interest for a total 100% interest in certain mineral claims
located in MacMurchy Township of the Lardev Lake Mining Division, Ontario,
subject to a 1% NSR payable to Teck Cominco Limited.
 
 On
November 14, 2004, the Company entered into a letter of intent with Starfire
Minerals Inc. (“Starfire”) to explore the Company’s Triton
property.  In accordance with the agreement, Starfire was to expend
$500,000 over a period of five years to earn a 50% interest in the Triton
property. In addition, the Company was to receive 200,000 common shares of
Starfire upon finalization of the agreement.








See notes
to consolidated financial statements.
 68





WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006


7.
                RESOURCE PROPERTIES
      (Continued)
 
 (d)
                Triton,
      Ontario, Canada (continued)
 
 Starfire
informed the Company that they were actively exploring this property and that
approximately 800 acres of mining claims have been added to the Triton
property.  On July 18, 2005, Starfire relinquished its right to earn a
50% interest in the property. In March 2009, the Company’s claims lapsed, and
the Company has written-off its investment of $8,929 in the
property.
 
 (e)
                Crystal
      Springs, Saskatchewan, Canada
 
 In April
2006, the Company acquired over 57,000 acres (23,700 hectares) of mineral rights
near Fort a la Corne, Saskatchewan, Canada, from Saskatchewan Mineral Claims and
private mineral rights. Of the 57,000 acres, approximately 640 acres were
private minerals rights.
 
 The
Company entered into a lease purchase agreement dated July 1, 2005 to acquire
the right to explore, develop and mine a property located in the vicinity of
Fort a la Corne, Saskatchewan, Canada (“Crystal Springs
Property”).   The initial lease term is ten years with the first
payment of $2,000 upon execution of the agreement on March 31, 2006 and an
annual sum of $4,000. The Company has an option to purchase the Crystal Springs
Property upon commercial development. Upon commencing mining operations on the
Property, the Company will pay the vendors a royalty on production equal to 5%
of net profits and $4,000 per annum. The Saskatchewan Mineral Claims require
expenditures of $12 per hectare for years 2 to 10 to maintain mineral claims in
good standing.
 
 While the
claims remain active and in good standing, the Company has written-off its
investment of $27,150 at October 31, 2008 as no exploration activities are
planned for 2009. Future work on this property is subject to the availability of
financing.
 
 (f)
                Gladiator,
      Arizona, USA
 
 On April
11, 2007, the Company entered into a letter of intent to purchase 100% of the
issued and outstanding shares of Nor-Quest Arizona Inc., an Arizona corporation.
Nor-Quest Arizona has title to 170 acres within the Prescott National Forest in
the state of Arizona.
 
 The
letter of intent expired March 31, 2009, without the Company closing a purchase
agreement and the Company has written-off its investment of $21,156 at October
31, 2008.
 
 (g)
                Kootenay,
      British Columbia, Canada
 
 In prior
years the Company sold its 100% working interest in the Jersey-Emerald mineral
claims located in the Nelson Mining Division, Kootenay, British Columbia, Canada
(“Jersey-Emerald Property”). The Company retained a 1.5% NSR in the
Jersey-Emerald Property. The Company has not received any payments from the NSR
to date.







See notes
to consolidated financial statements.
 69








WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006





8.
              ACCOUNTS
      PAYABLE AND ACCRUED LIABILITIES
 
 2008
                  
                  
                  2007Trade
      payables and accruals
                  
                  $
                  108,430
                  
                  
                  $
                  113,091Capital
      taxes payable (note 3)
                  
                  
                  102,567
                  
                  
                  
                  96,687Obligation
      to redeem shares (note 9(e))
                  
                  
                  60,000
                  
                  
                  
                  60,000Due
      to related parties (note 10)
                  
                  
                  19,909
                  
                  
                  
                  2,555$
                  290,906
                  
                  
                  $
                  272,333
 
 9.
              CAPITAL
      STOCK
 
 (a)
              Authorized
  50,000,000
common shares without par value
 
 (b)
              Issued
      and outstanding
 
 Number
                    of
      Shares
                  
                  
                  AmountBalance,
      October 31, 2006
                  
                  
                  15,166,154
                  
                  
                  $
                  7,605,093Issue
      of common shares for cash
                  
                  
                  1,329,040
                  
                  
                  
                  167,904Issue
      of common shares for settlement of debt
                  
                  
                  370,960
                  
                  
                  
                  37,096Share
      subscriptions (825,000 common shares issued on November 28,
      2007)
                  
                  
                  0
                  
                  
                  
                  165,000Balance,
      October 31, 2007
                  
                  
                  16,866,154
                  
                  
                  
                  7,975,093Settlement
      of share subscriptions
                  
                  
                  825,000
                  
                  
                  
                  0Issue
      of common shares for cash
                  
                  
                  1,555,912
                  
                  
                  
                  107,422Issue
      of common shares for settlement of debt
                  
                  
                  706,142
                  
                  
                  
                  70,614Issue
      of common shares as security for amounts payable
                  
                  
                  100,000
                  
                  
                  
                  14,000Balance,
      October 31, 2008
                  
                  
                  20,053,208
                  
                  
                  $
                  8,167,129
 
 In
October 2008, the Company completed a non-brokered private placement of 546,065
units at $0.10 per unit. Each unit is comprised of one common share and one
common share purchase warrant exercisable for 24 months at $0.20 per share. The
net proceeds of $54,065 were allocated $35,203 to common shares and $19,404 to
the warrants on a relative fair value basis.
 
 In
September 2008, the Company completed a non-brokered private placement of
106,781 units at $0.10 per unit. Each unit is comprised of one common share and
one common share purchase warrant exercisable for 24 months at $0.20 per share.
The net proceeds of $10,678 were allocated $6,823 to common shares and $3,855 to
the warrants on a relative fair value basis.





See notes
to consolidated financial statements.
 70





WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006





9.
              CAPITAL STOCK
      (Continued)
 
 (b)           Issued
and outstanding (continued)
 
 In June
2008, the Company completed non-brokered private placements to issue 333,333
units at $0.15 per unit.  Each unit is comprised of one common share
and one share purchase warrant, each warrant entitling the holder to purchase
one additional common share at a price of $0.30 per share for a period of two
years from the date of issue. The Company issued 100,000 units on June 12, 2008
and the remaining of 233,333 shares on September 9, 2008 and 233,333 warrants on
October 27, 2008.  The proceeds of $50,000 were allocated $34,554 to
common shares and $15,446 to the warrants on a relative fair value
basis.  The Company issued 8,000 common shares as finder’s
fees.
 
 In
February 2008, the Company completed non-brokered private placements to issue
561,733 units at $0.09 per unit.  Each unit is comprised of one common
share and one share purchase warrant, each warrant entitling the holder to
purchase one additional common share at a price of $0.15 per share for a period
of two years from the date of issue. The proceeds of $50,556 were allocated
$30,843 to common shares and $19,713 to the warrants on a relative fair value
basis.
 
 In August
2008, the Company agreed to issue 706,142 shares to certain creditors to settle
accounts payable totalling $70,614. The Company and the creditors agreed upon an
assigned value of $0.10 per share. Of the 706,142 shares issued 317,990 shares
were issued to directors of the Company to settle debts of $31,799.
 
 In
November 2007, the Company issued 100,000 common shares as a deposit as security
for certain accounts payable pursuant to a court settlement. The Company was
required to make monthly payments of $1,000 for 14 months to settle certain
accounts payable, and issued shares as security over the period the debt is to
be repaid. Once the Company has extinguished the debt, the Company will cancel
the shares. The shares of the Company are currently being held in trust by the
lawyer of their creditor.
 
 In July
2007, the Company completed non-brokered private placements to issue 825,000
units at $0.20 per unit for proceeds of $165,000.  Each unit is
comprised of one common share and one share purchase warrant, each warrant
entitling the holder to purchase one additional common share at a price of $0.30
per share for a period of two years from the date of issue. The shares were
issued November 28, 2007.
 
 In
February 2007, the Company completed non-brokered private placements and issued
580,000 units at $0.15 per unit for proceeds of $87,000.  Each unit is
comprised of one common share and one share purchase warrant, each warrant
entitles the holder to purchase one additional common share at a price of $0.30
per share for a period of two years from the date of issue.








See notes
to consolidated financial statements.
 71





WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006





9.           CAPITAL STOCK
(Continued)
 
 (b)           Issued
and outstanding (continued)
 
 In
January 2007, the Company completed non-brokered private placements and issued
120,000 units at a purchase price of $0.15 per unit for proceeds of
$18,000.  Each unit is comprised of one common share and one share
purchase warrant, each warrant entitles the holder to purchase one additional
common share at a price of $0.30 per share for a period of two years from the
date of issue.
 
 On
November 20, 2006, the Company completed a non-brokered private placement of
1,000,000 units at $0.10 per unit. Each unit is comprised of one common share
and one common share purchase warrant exercisable for 24 months. The warrants
are exercisable at $0.10 per share in the first year and at $0.15 in the second
year.  Of the 1,000,000 common shares issued, 370,960 common shares
were issued to settle a $37,096 debt incurred on behalf of the Company by an
officer of the Company and 629,040 common shares were issued for proceeds of
$62,904.
 
 In
respect to the above private placements totalling 3,072,912 units, if the
Company’s shares trade on the OTC B:B at a price greater than or equal to $0.30
per share at any time during the trading day for a period of ten consecutive
trading days (the Premium Trading Days) the exercise period of the warrants
shall be shortened to a period of 14 calendar days commencing on that day that
is the tenth Premium Trading Day for  333,333 of the units while the
remaining 2,739,579 units have the same feature at a price of $0.50 per
share.
 
 (c)
              Stock
      options
 
 The
Company has not implemented a formal stock option plan. The following table
summarizes the Company's stock option activity for the years ended
October 31, 2008 and 2007:
 
 Number
                    of
      Options
                  
                  
                  Weighted
                    Average
                    Exercise
                    PriceBalance,
      outstanding and exercisable October 31,  2006
                  
                  
                  800,000
                  
                  
                  $
                  0.25Granted
                  
                  
                  1,300,000
                  
                  
                  $
                  0.25Cancelled/Expired
                  
                  
                  (800,000
                  )
                  
                  $
                  0.25Balance,
      outstanding and exercisable October 31,  2007
                  
                  
                  1,300,000
                  
                  
                  $
                  0.25Granted
                  
                  
                  1,700,000
                  
                  
                  $
                  0.12Cancelled
                  
                  
                  (250,000
                  )
                  
                  $
                  0.25Balance,
      outstanding and exercisable October 31, 2008
                  
                  
                  2,750,000
                  
                  
                  $
                  0.17





See notes
to consolidated financial statements.
 72





WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006





9.
              CAPITAL STOCK
      (Continued)
 
 (c)
              Stock
      options (continued)
 
 Stock
options to directors, officers and consultants outstanding and exercisable as at
October 31, 2008 and 2007 were as follows:
 
 Number
      of OptionsExpiry
      Date
                    
                    Grant
      Date
                      Fair
      Value
                    
                    
                    Exercise
                      Price
                    
                    
                    2008
                    
                    
                    2007July
      4, 2009
                    
                    $
                    0.13
                    
                    
                    $
                    0.25
                    
                    
                    
                    1,050,000
                    
                    
                    
                    1,300,000February
      17,2013
                    
                    $
                    0.10
                    
                    
                    $
                    0.25
                    
                    
                    
                    250,000
                    
                    
                    
                    0October
      29,2013
                    
                    $
                    0.03
                    
                    
                    $
                    0.10
                    
                    
                    
                    1,450,000
                    
                    
                    
                    0Total
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    2,750,000
                    
                    
                    
                    1,300,000
 
 All
      options granted during 2008 and 2007 were fully vested at the time of
      their grant.
 
 (d)           Share
purchase warrants
 
 Share
purchase warrants outstanding as at October 31, 2008, 2007 and 2006 were as
follows:
 
 Number
                    of
      Warrants
                  
                  
                  Weighted
                    Average
                    Exercise
                    PriceBalance,
      outstanding and exercisable October 31,  2006
                  
                  
                  1,250,000
                  
                  
                  $
                  0.35Issued
                  
                  
                  2,525,000
                  
                  
                  $
                  0.24Balance,
      outstanding and exercisable October 31,  2007
                  
                  
                  3,775,000
                  
                  
                  $
                  0.28Issued
                  
                  
                  1,547,912
                  
                  
                  $
                  0.20Balance,
      outstanding and exercisable October 31, 2008
                  
                  
                  5,322,912
                  
                  
                  $
                  0.26
 
 Number
      of WarrantsExpiry
      Date
                    
                    Exercise
                      Price
                    
                    
                    2008
                    
                    
                    2007February
      28, 2009*
                    
                    $
                    0.35
                    
                    
                    
                    1,250,000
                    
                    
                    
                    1,250,000November
      19, 2009
                    
                    $
                    0.15
                    
                    
                    
                    1,000,000
                    
                    
                    
                    1,000,000February
      15, 2009*
                    
                    $
                    0.30
                    
                    
                    
                    700,000
                    
                    
                    
                    700,000November
      28, 2009
                    
                    $
                    0.30
                    
                    
                    
                    825,000
                    
                    
                    
                    825,000February
      27, 2010
                    
                    $
                    0.15
                    
                    
                    
                    561,733
                    
                    
                    
                    0June
      12, 2010
                    
                    $
                    0.30
                    
                    
                    
                    100,000
                    
                    
                    
                    0September
      8, 2010
                    
                    $
                    0.20
                    
                    
                    
                    106,781
                    
                    
                    
                    0October
      27, 2010
                    
                    $
                    0.30
                    
                    
                    
                    233,333
                    
                    
                    
                    0October
      27, 2010
                    
                    $
                    0.20
                    
                    
                    
                    546,065
                    
                    
                    
                    0Total
                    
                    
                    
                    
                    
                    
                    5,322,912
                    
                    
                    
                    3,775,000
 
 *Term
extended to 2010 subsequent to October 31, 2008 (note
15).








See notes
to consolidated financial statements.
 73






WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006








9.
            CAPITAL STOCK
      (Continued)





(e)
            Pursuant
      to a court judgment dated November 8, 2002, the Company was required to
      redeem 60,000 shares (300,000 shares prior to 1999 5:1 share
      consolidation) for $60,000 from a
creditor.





As of
October 31, 2008, the 60,000 shares have not been redeemed and have been
reclassified to accounts payable.





(f)           Contributed
surplus





Balance
      October 31, 2006
                  
                  $
                  323,053Stock-based
      compensation for 2007
                  
                  
                  171,470Balance
      October 31, 2007
                  
                  
                  494,523Fair
      market value of warrants issued in 2008
                  
                  
                  58,418Stock-based
      compensation for 2008
                  
                  
                  60,156Balance
      October 31, 2008
                  
                  $
                  613,097





The
Company uses the Black-Scholes option pricing model to value stock options
granted and share purchase warrants issued as part of unit
offerings.  The model requires management to make assumptions, which
are subjective and may not be representative of actual
results.  Changes in assumptions can materially affect estimates of
fair values.  For the purposes of the calculation and disclosures for
share options, the following weighted average assumptions were
used:





2008
                
                
                2007Expected
      life (years)
                
                
                5
                
                
                
                2Interest
      rate
                
                
                2.86
                %
                
                
                4.69
                %Annualized
      volatility
                
                
                144
                %
                
                
                130
                %Dividend
      rate
                
                
                0.00
                
                
                
                0.00





The
stock-based compensation of $60,156 (2007 – $171,470; 2006 – $nil) incurred was
charged to operations.





For the
purposes of the calculation and disclosures for share purchase warrants, the
following weighted average assumptions were used:





Expected
      life (years)
                  
                  
                  2Interest
      rate
                  
                  
                  2.94
                  %Annualized
      volatility
                  
                  
                  140.57
                  %Dividend
      rate
                  
                  
                  0.00











See notes
to consolidated financial statements.
 74







WORLD
VENTURES INC.


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Years
Ended October 31, 2008, 2007 and 2006







10.
              RELATED
      PARTY TRANSACTIONS AND BALANCES
 
 (a)
              Consulting
      fees of $66,000 (2007 – $28,500; 2006 – $2,000) were paid to the President
      of the Company, of which $37,451 (2007 – $4,500; 2006 – $nil) are included
      in consulting fees expense and $28,458 (2007 - $24,000; 2006 - $2,000) are
      included in resource properties.
 
 (b)
              Consulting
      fees of $30,000 (2007 – $nil; 2006 – $nil) were paid to a director of the
      Company for investor relation services provided and were included in
      shareholder communications.
 
 (c)
              The
      Company was charged rent of $12,000 (2007 – $12,000; 2006 – $12,000) by an
      individual related to the past president and current director of the
      Company.
 
 (d)
              Stock–based
      compensation of $60,156 (2007 – $164,875; 2006 – $nil) was incurred by the
      Company in the issuance of stock options to directors and officers of the
      Company.
 
 (e)
              Travel
      of $65,108 (2007 – $22,794; 2006 – $37,106) was reimbursed an officer , of
      the Company for expenses incurred as part of providing his services to the
      Company.
 
 These
transactions are in the normal course of operations and are measured at the
exchange amount, which is the amount of consideration established and agreed to
by the related parties.
 
 (f)
              Accounts
      receivable includes $665 (2007 – $2,542) due from a
    director.
 
 (g)
              Accounts
      payable includes $19,909 (2007 – $708) due to an individual related to the
      past president and current director of the Company and $nil (2007 –
      $1,847) due to an officer of the
Company.
 
 (h)
              During
      2008, a shareholder advanced $33,508 (2007 – $42,889) of which all (2007 –
      $37,096) was settled by the issuance of 335,075 common shares (2007 –
      370,960 common shares) of the
Company.
  The
amounts due to and from related parties are unsecured and without interest or
stated terms of repayment.
 
 11.
              INCOME
      TAXES
 
 The
reconciliation of income tax provision computed at effective statutory rates of
31% (2007 – 34.12%; 2006 – 34.12%) to the reported income tax provision is as
follows:
 
 2008
                  
                  
                  2007
                  
                  
                  2006Income
      tax benefit computed at Canadian statutory rate
                  
                  $
                  (122,000
                  )
                  
                  $
                  (109,000
                  )
                  
                  $
                  (52,000
                  )Tax
      effect of expenses that are not deductible (taxable)Write-down
      of resource properties
                  
                  
                  18,000
                  
                  
                  
                  0
                  
                  
                  
                  0Stock-based
      compensation
                  
                  
                  19,000
                  
                  
                  
                  59,000
                  
                  
                  
                  0Other
                  
                  
                  (3,000
                  )
                  
                  
                  2,000
                  
                  
                  
                  2,000Effect
      of change in tax rate
                  
                  
                  291,000
                  
                  
                  
                  180,000
                  
                  
                  
                  0Change
      in valuation allowance
                  
                  
                  (203,000
                  )
                  
                  
                  (132,000
                  )
                  
                  
                  (50,000
                  )Income
      tax provision
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0


See notes
to consolidated financial statements.
 75
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2008, 2007 and 2006
 
  11.
                  INCOME TAXES(Continued)
 
 Future
income taxes reflect the tax effects of the temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. The applicable tax rate to be expected
is 26% (2007 – 31%).  The components of future income tax assets at
October 31, 2008 and 2007 are as follows:
 
 2008
                      
                      
                      2007Future
      income tax assetsTax
      value over book value of resource properties
                      
                      $
                      774,000
                      
                      
                      $
                      906,000Tax
      value over book value of property and equipment
                      
                      
                      9,000
                      
                      
                      
                      10,000Non-capital
      loss carry-forwards
                      
                      
                      730,000
                      
                      
                      
                      869,0001,513,000
                      
                      
                      
                      1,785,000Valuation
      allowance
                      
                      
                      (1,513,000
                      )
                      
                      
                      (1,785,000
                      )Future
      income tax assets
                      
                      $
                      0
                      
                      
                      $
                      0
 
 The
valuation allowance reflects the Company's estimate that the future income tax
assets are not more likely than not to be realized.
 
 The
Company has estimated operating losses that may be carried forward to apply
against future years’ income for Canadian income tax purposes.  These
losses expire as follows:
 
 Available
      to
                        
                        Amount2009
                        
                        $
                        1,885,0002010
                        
                        
                        48,0002011
                        
                        
                        112,0002015
                        
                        
                        172,0002026
                        
                        
                        163,0002027
                        
                        
                        143,0002028
                        
                        
                        285,000$
                        2,808,000
 
 12.
                  CAPITAL
      MANAGEMENT
 
 The
Company is an exploration stage company and this involves a high degree of risk.
The Company has not determined whether its properties contain economically
recoverable reserves of ore and currently has not earned any revenues from its
resource properties and, therefore, does not generate cash flows from
operations. The Company's primary source of funds comes from the issuance of
share capital. The Company considers common shares to be the capital of the
Company and has issued $8,167,130 (2007 – $7,975,093) to October 31, 2008. The
Company does not use other sources of financing that require fixed payments of
interest and principal due to lack of cash flow from current operations and is
not subject to any externally imposed capital requirements, other than as
disclosed in note 3.
 See notes
to consolidated financial statements.
 76
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2008, 2007 and 2006
 12.
                    CAPITAL MANAGEMENT
      (Continued)
 
 The
Company’s objectives of capital management are intended to safeguard its ability
to meet normal operating requirements on an ongoing basis and continue the
exploration of its resource properties. To effectively manage the Company’s
capital requirements, the Company has in place a planning process to determine
the funds required to ensure appropriate liquidity to meet its operating and
growth objectives. The Company monitors actual expenses on all exploration
projects and overhead to manage costs, commitments and exploration
activities.
 
 The
Company relies on equity financing to fund its operations and exploration
programs. Although the Company has been successful at raising funds in the past
through the issuance of share capital there can be no assurance that it will be
able to do so in the future.
 
 13.
                    DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES
GAAP
 
 (a)
                    Recent
      accounting pronouncements:
 
 (i)
                    In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued
      statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value
      Measurements” (“SFAS 157”). The provisions of this standard are to provide
      guidance for using fair value to measure assets and liabilities. The
      standard clarifies methods for measuring items not actively traded and the
      principles that fair value should be based upon when pricing an asset or
      liability. The provisions of SFAS 157 are effective for financial
      statements issued for fiscal years beginning after November 15, 2007, and
      interim periods within those fiscal years. Earlier application is
      encouraged, provided that the reporting entity has not yet issued
      financial statements for that fiscal year. The adoption of SFAS 157 is not
      expected to have an impact on the Company’s consolidated financial
      statements.  SFAS 157-2 defers the Statement’s effective date
      for certain non-financial assets and liabilities to fiscal years
      beginning after November 15, 2008, and interim periods within those
      years.
 
 (ii)
                    In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
      for Financial Assets and Financial Liabilities – an Amendment of FASB
      Statement No. 115” (“SFAS 159”), which permits entities to choose to
      measure many financial instruments and certain other items at fair value.
      The fair value option established by SFAS 159 permits all entities to
      choose to measure eligible items at fair value at specified election
      dates. A business entity shall report unrealized gains and losses on items
      for which the fair value option has been elected in earnings at each
      subsequent reporting date. Adoption is required for fiscal years beginning
      after November 15, 2007. Early adoption is permitted as of the beginning
      of the fiscal year that begins on or before November 15, 2007, provided
      the entity also elects to apply the provisions of SFAS 157. The adoption
      of SFAS 157 is not expected to have an impact on the Company’s
      consolidated financial
statements.
 See notes
to consolidated financial statements.
 77
 WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2008, 2007 and 2006
 
  13.           DIFFERENCES BETWEEN CANADIAN AND
UNITED STATES GAAP (Continued)
 
 (a)
                        Recent
      accounting pronouncements:
(continued)
 
 (iii)
                        SFAS
      No. 141(R), “Business Combinations” (“SFAS 141(R)”), is to replace SFAS
      No. 141, “Business Combinations”. The new statement retains the
      fundamental requirements in SFAS No. 141 that the acquisition method of
      accounting be used for all business combinations. The new standard defines
      the acquirer as the entity that obtains control of one or more businesses
      in the business combination and establishes the acquisition date as the
      date that the acquirer achieves control. The new statement improves the
      comparability of the information about business combinations provided in
      financial reports. SFAS 141(R) applies prospectively to business
      combinations for which the acquisition date is on or after the beginning
      of the first annual reporting period beginning on or after December 15,
      2008.  The Company will assess the impact of this statement when
      a future acquisition occurs.
 
 (iv)
                        In
      March 2008, the FASB issued SFAS No. 161, “Disclosure about Derivative
      Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 changes the
      disclosure requirements for derivative instruments and hedging activities
      by requiring enhanced disclosures about how and why an entity uses
      derivatives instruments, how derivative instruments and related hedged
      items affect an entity’s operating results, financial position, and cash
      flows. SFAS 161 is effective for the Company’s 2009 fiscal year. Early
      adoption is permitted. The Company is currently reviewing the provisions
      of SFAS 161. However, as the provisions of SFAS 161 are only related to
      disclosure of derivative and hedging activities, of which the Company has
      none, the Company does not believe the adoption of SFAS 161 will have a
      material impact on its consolidated operating results, financial position
      or cash flows.
 
 (v)
                        In
      May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally
      Accepted Accounting Principles” (“SFAS 162”). The new standard is intended
      to improve financial reporting by identifying a consistent framework, or
      hierarchy, for selecting accounting principles to be used in preparing
      financial statements that are presented in conformity with US GAAP for
      nongovernmental entities. SFAS 162 is effective 60 days following the
      Securities and Exchange Commission's approval of the Public Company
      Accounting Oversight Board Auditing amendments to AU Section 411, “The
      Meaning of Present Fairly in Conformity with Generally Accepted Accounting
      Principles”. The Company is currently evaluating the impact of adoption of
      SFAS 162 but does not expect adoption to have a material impact on
      results of operations, cash flows or financial
  position.
 See notes
to consolidated financial statements.
 77
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2008, 2007 and 2006
 
  13.
                        DIFFERENCES BETWEEN CANADIAN
      AND UNITED STATES GAAP
(Continued)
 
 (b)
                        Exploration
      expenditures
 
 Under
Canadian GAAP, acquisition costs of resource properties and exploration
expenditures are capitalized (note 4(e)).  Under US GAAP, exploration
costs are expensed as incurred. When proven and probable reserves are determined
for a property and a feasibility study is prepared, then subsequent exploration
and development costs of the property would be capitalized.  The
capitalized costs of such properties are measured periodically for
recoverability of carrying values.
 
 (c)
                        Development
      stage company
 
 Pursuant
to US GAAP, the Company would be subject to the disclosure requirements
applicable to a development stage enterprise as the Company is devoting its
efforts to establishing commercially viable mineral properties. However, the
identification of the Company as such for accounting purposes does not impact
the measurement principles applied to these consolidated financial
statements.
 
 (d)
                        Income
      taxes
 
 In June
2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes, an Interpretation of FASB Statement No. 109 (Accounting for Income
Taxes)” (“FIN 48”), to create a single model to address accounting for
uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes,
by prescribing a minimum recognition threshold a tax position is required to
meet before being recognized in the financial statements. FIN 48 is effective
for after the Company’s fiscal year beginning November 1, 2007.
 
 Under US
GAAP effective January 1, 2007, the Company adopted the provisions of
FIN 48 that prescribe a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. The interpretation requires that the
Company recognized the impact of a tax position in the financial statements if
that position is more likely than not of being sustained on audit, based on the
technical merits of the position. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods and disclosure. In accordance with the provisions of FIN 48, any
cumulative effect resulting from the change in accounting principle is to be
recorded as an adjustment to the opening balance of deficit. The adoption of FIN
48 did not result in a material impact on the Company's consolidated financial
position or results of operations.
  
 See notes
to consolidated financial statements.
 78
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2008, 2007 and 2006
 
  13.
                              DIFFERENCES BETWEEN CANADIAN
      AND UNITED STATES GAAP
(Continued)
 
 (e)
                            Reconciliation
      of total assets, liabilities and shareholders' equity
      (deficit):
 
 2008
                                
                                
                                2007Total
      assets per Canadian GAAP
                                
                                $
                                500,569
                                
                                
                                $
                                564,608Resource
      property costs
                                
                                
                                (480,724
                                )
                                
                                
                                (432,010
                                )Total
      assets per US GAAP
                                
                                $
                                19,845
                                
                                
                                $
                                132,598Total
      liabilities per Canadian GAAP and US GAAP
                                
                                $
                                290,906
                                
                                
                                $
                                272,333Shareholders’
      equity per Canadian GAAP
                                
                                
                                209,663
                                
                                
                                
                                292,275Resource
      property costs
                                
                                
                                (480,724
                                )
                                
                                
                                (432,010
                                )Shareholders’
      deficit per US GAAP
                                
                                
                                (271,061
                                )
                                
                                
                                (139,735
                                )Liabilities
      and shareholders’ deficit per US GAAP
                                
                                $
                                19,845
                                
                                
                                $
                                132,598
 
 (f)
                            Reconciliation
      of loss reported in accordance with Canadian and US
  GAAP:
 
 2008
                                
                                
                                2007
                                
                                
                                2006Net
      loss per Canadian GAAP
                                
                                $
                                (393,223
                                )
                                
                                $
                                (320,473
                                )
                                
                                $
                                (152,320
                                )Adjustments
      to net lossWrite-off
      of exploration expenditures
                                
                                
                                (105,949
                                )
                                
                                
                                (107,291
                                )
                                
                                
                                (60,414
                                )Add
      back of write down of resource properties
                                
                                
                                57,235
                                
                                
                                
                                0
                                
                                
                                
                                0Net
      loss per US GAAP
                                
                                $
                                (441,937
                                )
                                
                                $
                                (427,764
                                )
                                
                                $
                                (212,734
                                )Loss
      per common shareCanadian
      GAAP - Basic and diluted
                                
                                $
                                (0.02
                                )
                                
                                $
                                (0.02
                                )
                                
                                $
                                (0.01
                                )US
      GAAP - Basic and diluted
                                
                                $
                                (0.02
                                )
                                
                                $
                                (0.03
                                )
                                
                                $
                                (0.01
                                )Weighted
      average number of
                                  shares
      outstanding
                                
                                
                                18,454,883
                                
                                
                                
                                15,992,182
                                
                                
                                
                                14,616,609
 
 Weighted
average number of shares outstanding does not include the 60,000 shares to be
redeemed in accordance with the court judgment (note 9(e)).
 
 (g)           Comprehensive
loss
 
 2008
                                
                                
                                2007
                                
                                
                                2006Net
      loss per US GAAP
                                
                                $
                                (441,937
                                )
                                
                                $
                                (427,764
                                )
                                
                                $
                                (212,734
                                )Other
      comprehensive income (loss)
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0Comprehensive
      loss per US GAAP
                                
                                $
                                (441,937
                                )
                                
                                $
                                (427,764
                                )
                                
                                $
                                (212,734
                                )
 See notes
to consolidated financial statements.
 79
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2008, 2007 and 2006
 
 13.
                            DIFFERENCES BETWEEN CANADIAN
      AND UNITED STATES GAAP
(Continued)
 
 (h)
                            Reconciliation
      of cash flows in accordance with US
GAAP
 
 2008
                                
                                
                                2007
                                
                                
                                2006Net
      cash used in operating activities of continuing operations in accordance
      with Canadian GAAP
                                
                                $
                                (185,820
                                )
                                
                                
                                (116,378
                                )
                                
                                
                                (176,874
                                )Adjustments
      to net loss involving use of cashWrite-off
      of expenditures on mineral properties
                                
                                
                                (105,949
                                )
                                
                                
                                (107,291
                                )
                                
                                
                                (60,414
                                )Net
      cash used in operating activities of continuing operations in accordance
      with US GAAP
                                
                                
                                (291,769
                                )
                                
                                
                                (223,669
                                )
                                
                                
                                (237,288
                                )Net
      cash used in investing activities of continuing operations in accordance
      with Canadian GAAP
                                
                                
                                (105,949
                                )
                                
                                
                                (107,291
                                )
                                
                                
                                (60,414
                                )Reclassification
      of expenditures on mineral properties
                                
                                
                                105,949
                                
                                
                                
                                107,291
                                
                                
                                
                                60,414Net
      cash used in investing activities of continuing operations in accordance
      with US GAAP
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0Net
      cash flows from financing activities of continuing operations in
      accordance with Canadian and US GAAP
                                
                                
                                165,841
                                
                                
                                
                                332,904
                                
                                
                                
                                250,000Net
      increase in cash and cash equivalents in accordance with Canadian and US
      GAAP
                                
                                
                                (125,928
                                )
                                
                                
                                109,235
                                
                                
                                
                                12,712Cash
      and cash equivalents, beginning of year in accordance with Canadian and US
      GAAP
                                
                                
                                126,338
                                
                                
                                
                                17,103
                                
                                
                                
                                4,391Cash
      and cash equivalents, end of year in accordance with Canadian and US
      GAAP
                                
                                $
                                410
                                
                                
                                $
                                126,338
                                
                                
                                $
                                17,103
 See notes
to consolidated financial statements.
 79
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2008, 2007 and 2006
 14.           CONTINGENCIES
 
 During
2008, the Company wrote-off $15,094 (2007 – $nil; 2006 – $nil) of accounts
payable, resulting in a recovery of expenses. These amounts had been in payables
since 2002. Management believes these amounts are not liabilities of the
Company; however, there is no assurance that these amounts will not be claimed
in the future by the Company’s creditors. Should the creditors claim the
amounts, the amounts will be recorded at that time and will impact future
results of operations and cash flows.
 
 15.
                                    SUBSEQUENT
      EVENTS
 
 (a)
                                    On
      February 3, 2009, the Company extended the expiry date on 1,250,000
      warrants to February 28, 2010.
 
 (b)
                                    On
      February 3, 2009, the Company extended the expiry date on 700,000 warrants
      to February 15, 2010.
 
 (c)
                                    On
      February 18, 2009, the Company completed a non–brokered private placement
      of 516,768 units at a purchase price of $0.02 per unit for settlement of
      debt of $10,335. Each unit is comprised of one common share and one share
      purchase warrant exercisable for 24 months from closing. Each warrant
      entitles the holder to purchase one additional common share at a price of
      $0.04 per share for a period of two years from the date of
      issue.
 
 (d)
                                    On
      March 18, 2009, the Company completed a non-brokered private placement of
      6,750,000 units at a purchase price of $0.02 per unit for proceeds of
      $135,000. Each unit is comprised of one common share and one share
      purchase warrant exercisable for 24 months from closing. Each warrant
      entitles the holder to purchase one additional common share at a price of
      $0.04 per share for a period of two years from the date of
      issue.
 See notes
to consolidated financial statements.
 80




SIGNATURES




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






WORLD
VENTURES INC.




By: /s/ Stewart
Jackson


Stewart
Jackson


President
(Chief Executive Officer)




By: /s/ Gary Van
Norman


Gary Van
Norman


Vice
President (Chief Financial Officer)




Date: May
20, 2009



























81