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

                            FORM 20-F/A

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

          FOR THE FISCAL YEAR ENDED:  OCTOBER 31, 2002

              Commission File Number:   000 -18343

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

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

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

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

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

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

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


Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the  period
of this Registration Statement:         9,282,154
                                        =========

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

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

                      Item 17 [X]     Item 18 [ ]







PAGE-1-



PART I

ITEM 1.  BUSINESS

(a)      General Development of Business

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

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

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

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

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

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




PAGE-2-




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

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

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

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

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

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




PAGE-3-



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

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

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

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

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

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

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

During the year ended October 31, 1996 the Company:

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

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



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




PAGE-4-




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

During the year ended October 31, 1997 the Company:

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


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

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

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

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

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

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

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

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

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

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




PAGE-5-




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

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

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

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

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


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

(b) Industry Segments

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

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




PAGE-6-




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

(c) Narrative Description of Business

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

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

In 1999, the Company put its mining projects on hold and changed its course
of business to include the resort development and real estate business. The
Company entered into an agreement to acquire 180 acres in Arizona, USA. No
development of the project has occurred, feasibility studies are ongoing.
In 2002, the Company cancelled its real estate project. In June 2002, the
Company entered into an agreement to explore and develop a mineral property
in Mineral County, Nevada, USA.

(d) Plan of Operation

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

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



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





PAGE-7-




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

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

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

(i)  Products

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

(ii)  Status of Product

There has been no public announcement of, nor has the Company otherwise made
public information about, any new product or industry segment of the Company
requiring the investment by the Company of a material amount of its total
assets, or which is otherwise material to the Company's operations. Should the
Company determine to commence operations of its H.B. Mill or the Company's
real estate development, as to which there has been no determination, the
commencement of such operations would require a large expenditure of funds
prior to commencement of operations and the commitment of future operating
capital, neither of which are presently available to the Company. The Company
has cancelled its real estate projects and has embarked on an exploration
program on a mineral property in Nevada.


(iii) Raw Materials

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




PAGE-8-




(iv)  Patents, Trademarks and Licenses

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

(v) Seasonality

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

(vi) Working Capital Items

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

(vii) Customer Dependence

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

(viii)  Backlog of Orders

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

(ix) Government Contracts

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


(x) Competition

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




PAGE-9-




(xi) Research and Development

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

(xii) Environmental Regulation

       Mining

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

       Real Estate and Resort Development

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


(xiii) Employees

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





PAGE-10-




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

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



ITEM 2.  DESCRIPTION OF PROPERTY

Ymir Properties

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

Triton Property

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

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

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


From mid-January to March 1988, the Phase 2 diamond drilling program was
carried out on the Triton Property for the purpose of investigating the extent
of the Kingston Vein in and around the Kingston shaft and testing the area
around the Western Shaft and the trenches in the northeast portion of the
grid. The program consisted of 12 holes totalling 1,349 metres. The
exploration program has established several gold bearing quartz veins on the
Triton Property, with anomalous gold values obtained ranging from .035 oz.
gold per ton in one test hole to as high as .694 oz. of gold per ton in one
hole. Additional drilling to further test the areas where encouraging results
were found has been recommended. The Company and its join venture partners
have made no determination about what further exploration will be undertaken.
The Company's expenditures in the joint venture have totalled $250,000.





PAGE-11-




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


H.B. Mill Property

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

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

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


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

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




PAGE-12-




Jersey Emerald Property

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

Saskatchewan Properties

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

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

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

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


Panama, Pan-Oro

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





PAGE-13-




Costa Rica, Guanacaste

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

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

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

Sukut, Costa Rica

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

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

(1) pay the optionor $10,000 within eight days of the signing of the agreement
    (paid); and (2) pay the optionor $10,000 upon the anniversary date of the
    agreement; and
(3) spend a minimum amount of $100,000 in lobbying and perform the necessary
    efforts to obtain the approval of the exploration permit by the Asamblea
    Legislativa de Costa Rica; and
(4) once the exploration permit becomes fully legal and enforceable, pay the
    optionor $15,000 within three months, $50,000 one year after approval,
    $75,000 two years after the approval and subsequently $75,000 per year
    upon each anniversary date.

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

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

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




PAGE-14-




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

Asbestos Claims, Quebec, Canada

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

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

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

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

Gladiator, Arizona, USA

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


Lapon Canyon, Nevada

The Company entered into a Lease Purchase Agreement dated June 6, 2002 with
Mr. Donald B. Potts ("Potts") to acquire the right to explore, develop and
mine the property located in Mineral County, Nevada, USA (the "Property").
The initial lease term is five years but can be extended for an additional
five years, and for so long thereafter as minerals are mined and produced
from the Property. Upon commencing production of valuable minerals from the
property, the Company shall pay Potts a royalty on production equal to 4% of
net smelter returns.




PAGE-15-




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

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

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

ITEM 3.  LEGAL PROCEEDINGS

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


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

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

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




PAGE-16-




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


ITEM 4.  CONTROL OF REGISTRANT

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


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

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

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

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



ITEM 5.  NATURE OF TRADING MARKET

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


PRICE RANGE                                                            High                                 Low
-----------                                                            ----                                 ----
<S>                                                                   <C>                                  <C>
2002 1st Quarter                                                       0.07                                 0.02
2002 2nd Quarter                                                       0.27                                 0.07
2002 3rd Quarter                                                       0.19                                 0.04
2002 4th Quarter                                                       0.19                                 0.05
2001 1st Quarter                                                       0.15                                 0.05
2001 2nd Quarter                                                       0.04                                 0.05
2001 3rd Quarter                                                       0.20                                 0.04
2001 4th Quarter                                                       0.22                                 0.03
</TABLE>




PAGE-17-




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


ITEM 6.  EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY  HOLDERS

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

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



ITEM 7.  TAXATION


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

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

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




PAGE-18-




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


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


ITEM 8.  SELECTED FINANCIAL DATA

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

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


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

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






PAGE-19-





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


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

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

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



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

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




PAGE-20-




Results of Operations

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

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

Liquidity and Capital Resources

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




PAGE-21-




ended October 31, 2000, a reverse stock split on a 5:1 basis occurred and the
number of shares were adjusted to reflect this transaction. On March 1, 2000
an account payable valued at year-end of approximately $95,000, was settled by
issuance of 380,000 common shares at a price of $0.25 per share. Pursuant to a
private placement agreement 600,000 units were issued at a price of $0.25 per
unit for cash $150,000. Each unit consists of one share and one
non-transferable share purchase warrant exercisable for a period of two years,
granting the holder the right to acquire one additional share at a price of
$0.25 per share in the first year and at a price of $0.40 in the second year.
Pursuant to a private placement dated November 13, 2000: 750,00 units were
issued at a price of $0.10 per unit. Each unit consists of one common share
and one non-transferable share purchase warrant exercisable for a period of
two years, granting the holder the right to acquire one additional share at a
price of $0.10 per share in the first year and at a price of $0.15 per share
in the second year. These warrants were exercised during 2001 as settlement of
debt. During 2002, the Company issued 1,500,000 shares at a price of $0.10
per share for settlement of $150,000 loan.


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


ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

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

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



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

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

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

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




PAGE-22-




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


Director / Officer  Principal Occupation During the Last Five Years

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

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

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


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


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

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




PAGE-23-




ITEM 11.       COMPENSATION OF DIRECTORS AND OFFICERS

During the fiscal year ended October 31, 2002, there was no compensation to
directors and officers of the Company for services because of Canadian
allowance standards.

ITEM 12.       OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR  SUBSIDIARIES

The following is a summary of the employee and director stock options
outstanding as of October 31, 2002 and a summary of all such Options exercised
in 2001 and 2000.

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


Directors                                     Number of shares                Price   Expiration Date
-----------------                             ----------------                -----   ---------------
<S>                                             <C>                            <C>        <C>
Stewart Jackson                                  250,000                      $0.25      May 8, 2005
Gary Van Norman                                  250,000                      $0.25      May 8, 2005
Employees and/or Consultants
Ferne Nowlan                                      50,000                      $0.25      May 8, 2005

Total outstanding director and employee stock options....................550,000
No stock options exercised by directors or employees during the years 2001 and 2002.
</TABLE>



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

The Company pays other incidental compensation to executive officers from time
to time, consisting primarily of reimbursement for business related activities
on behalf of the Company. However, the aggregate of all such other
compensation did not exceed 10% of cash compensation reported for the fiscal
year ended October 31, 2002.

No cash compensation is currently being paid to members of the Board of
Directors for their services as directors. The Company paid $5,960 to one
director for consulting and related services rendered to the Company during
the year ended 1998. No cash compensation was paid to directors during the
years ended 2000, 2001 and 2002.

ITEM 13.          INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

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




PAGE-24-




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

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

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

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

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

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

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

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




PAGE-25-





PART II


ITEM 14.      DESCRIPTION OF SECURITIES

(a)   Capital Stock

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

(b)   Common Stock

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


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


PART II

ITEM 18.  FINANCIAL STATEMENTS AND EXHIBITS


(b)            Exhibits

     99.1 Certificate of Principal Executive Officer

     99.2      Certificate of Principal Financial Officer


PART III

ITEM 15.          DEFAULTS UPON SENIOR SECURITIES

                           None

ITEM 16.          CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED
                  SECURITIES

                           None

PART IV

ITEM 17.  FINANCIAL STATEMENTS




PAGE-26-




<TABLE>
<CAPTION>

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

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

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

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

Schedule of Changes in Resource Properties                                      F8

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



ITEM 18.           FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial Statements

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

(b)      Exhibits

         None




PAGE-27-




Pannell Kerr Forster


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

<TABLE>
<CAPTION>

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

         Independent Auditors' Report to the Shareholders                                            1

         Financial Statements

         Balance Sheets                                                                              2

         Statements of Loss and Deficit                                                              3

         Statements of Cash Flows                                                                    4

         Notes to Financial Statements                                                              5-17

</TABLE>






PAGE-28-




                                                                             F1

Pannell Kerr Forster


                          INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF WORLD VENTURES INC.

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

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

In our opinion, these financial statements present fairly, in all material
respects, the financial position of World Ventures Inc. as at October 31, 2002
and 2001 and the results of its operations and its cash flows for the three
years in the period ended October 31, 2002 in accordance with Canadian
generally accepted accounting principles. Accounting principles generally
accepted in Canada differ in certain significant respects from accounting
principles generally accepted in the United States of America and are
discussed in note 15 to the financial statements.

In the United States of America, reporting standards for auditors require the
addition of an explanatory paragraph (as included following the opinion
paragraph) when the financial statements are affected by the Company's ability
to continue as a going concern. Our report to the shareholders dated March 16,
2003 is also expressed in accordance with Canadian reporting standards which
do not permit a reference to such an uncertainty in the auditors' report when
the uncertainty is adequately disclosed in the financial statements.

"Pannell Kerr Forster"
Chartered Accountants
--------------------
Vancouver, Canada
March 16, 2003

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

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

"Pannell Kerr Forster"
Chartered Accountants
--------------------
Vancouver, Canada
March 16, 2003




PAGE-1-




<TABLE>
<CAPTION>


                                                                             F2

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


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

Approved on behalf of the Board:


"Raynerd B. Carson" (signed) Director



"Gary Van Norman" (signed) Director





PAGE-2-




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

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




PAGE-3-




<TABLE>
<CAPTION>

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

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

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






PAGE-4-





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



1.   OPERATIONS

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

2.   GOING CONCERN

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

     During 2002, the Company incurred a net loss of $643,590 (2001 -
     $287,656; 2000 - $186,709) (accumulated losses from inception of the
     Company total $7,319,290) and at October 31, 2002 had a working capital
     deficiency (an excess of current liabilities over current assets) of
     $987,652. The Company's ability to continue as a going concern is in
     substantial doubt and is dependent upon its ability to secure
     additional financing on a timely basis, receive co-operation from its
     creditors and achieve sufficient cash flows to cover obligations and
     expenses. The outcome of these matters cannot be predicted at this
     time. These financial statements do not give effect to any adjustments
     to the amounts and classification of assets and liabilities which might
     be necessary should the Company be unable to continue its operations as
     a going concern.

3.   BASIS OF PRESENTATION

     These financial statements are prepared in accordance with Canadian
     generally accepted accounting principles ("GAAP") and all figures are
     in Canadian dollars. Canadian GAAP differs in certain respects from
     accounting principles generally accepted in the United States of
     America. The significant differences and the approximate related effect
     on the financial statements are set forth in Note 15.

4.   CHARGE ON ASSETS

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

5.   SIGNIFICANT ACCOUNTING POLICIES

     (a) Use of estimates

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




PAGE-5-




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



5.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (b)      Fixed assets

              H.B. Mill and land are recorded at original cost less
              writedowns to a net amount of $0 (2001 - $480,563) based on
              management's best estimate of the net recoverable amount,
              which reflects the value of the first charge against the
              property (notes 7 and 10). Direct net expenditures incurred on
              the H.B. Mill are deferred in the accounts. No depreciation
              has been charged on H.B. Mill as the asset is not in
              production.

              Other fixed assets are recorded at cost.

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

     (c)      Investments in and expenditures on resource properties

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

     (d)      Financial instruments

              (i)      Fair value

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

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

              (ii)     Interest risk

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

              (iii)    Credit risk

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

              (iv)     Translation risk

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




PAGE-6-




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



5.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (e)      Net loss per share

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

     (f)      Foreign currency transactions

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

     (g)      Income taxes

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

6.   REALIZATION OF ASSETS

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

7.   FIXED ASSETS

<TABLE>
<CAPTION>
                                                                                                   2002
                                                                                                Accumulated
                                                                               Cost             Depreciation             Net
                                                                            --------            --------              -------
        <S>                                                                    <C>                  <C>                  <C>
         H.B. Mill and land (note 10)                                            $0                  $0                   $0
         Automobiles                                                         17,219              16,259                  960
         Machinery                                                            5,671               3,493                2,178
         Equipment                                                              334                  94                  240
                                                                            --------            -------               ------
                                                                            $23,224             $19,846               $3,378
</TABLE>




PAGE-7-





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


<TABLE>
<CAPTION>

7.   FIXED ASSETS (Continued)

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

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

     On December 1, 2001, the Company forfeited the H.B. Mill property to
     the Crown of British Columbia for non-payment of property taxes.
     Although the Company no longer owns the property, the Company may
     regain ownership by paying all delinquent taxes, penalties, interest,
     fees and costs incurred by the Province in administering the property.
     The Company has until November 30, 2002 to redeem the ownership of the
     property. As of March 16, 2003, the Company had not and have no
     intention to redeem ownership of the property. As a result, H.B. Mill
     and land was written down to nil due to complete forfeiture of the
     property to the Crown.

8.   RESOURCE PROPERTIES
<TABLE>
<CAPTION>

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

</TABLE>




PAGE-8-




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



8.   RESOURCE PROPERTIES (Continued)

     (a)      Guanacaste, Costa Rica

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

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

     (b)      Lapon Canyon, Nevada

              The Company entered into a Lease Purchase Agreement dated June
              6, 2002 with Mr. Donald B. Potts ("Potts") to acquire the
              right to explore, develop and mine the property located in
              Mineral County, Nevada, USA (the "Property"). The initial
              lease term is five years but can be extended for an additional
              five years, and for so long thereafter as minerals are mined
              and produced from the Property. Upon commencing production of
              valuable minerals from the property, the Company shall pay
              Potts a royalty on production equal to 4% of net smelter
              returns.

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

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

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





PAGE-9-




                                                                           F10
WORLD VENTURES INC.




         Notes to Financial Statements
         Years Ended October 31



8.   RESOURCE PROPERTIES (Continued)

     (c)      Pan-Oro, Panama

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

     (d)      Gladiator, Arizona


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

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

     (e)      Triton, Ontario

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






PAGE-10-





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



9.   ACCOUNTS PAYABLE
<TABLE>
<CAPTION>

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

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

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

     The lawsuit was settled during 1998. The Company is liable for unjust
     enrichment of $450,000. Premanco has accepted as settlement a
     promissory note for $450,000, secured by a mortgage on the H.B. Mill
     property (note 7) and a security agreement over all equipment and
     chattels at the H.B. Mill Program, with interest at prime plus 2%, due
     October 31, 2000. The loan is now in default as the balance has not
     been paid pursuant to the terms of the settlement. Interest has been
     accrued on the loan up to October 31, 2002.

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

11.  LONG-TERM DEBT

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





PAGE-11-




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



12.      CAPITAL STOCK

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

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

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

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

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

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

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





PAGE-12-




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



12.  CAPITAL STOCK (Continued)

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

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

</TABLE>

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

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

     (f)      Pursuant to a court judgement dated November 8, 2002, the
              Company is required to redeem 300,000 shares at a price of
              $0.20 per share from a creditor. Interest is to be charged at
              4% per annum. As of March 16, 2003, the 300,000 shares have
              not been redeemed.

13.  RELATED PARTY TRANSACTIONS

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

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

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

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

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

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





PAGE-13-





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



14.  INCOME TAX LOSSES

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

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

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

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

     Future income taxes reflect the tax effects of the temporary
     differences between the carrying amount of assets and liabilities for
     financial reporting purposes and the amount used for tax purposes. The
     components of future income tax assets at December 31, 2002, 2001 and
     2000 are as follows:

<TABLE>
<CAPTION>

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

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






PAGE-14-





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



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

     (a) US accounting pronouncements

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

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

     (b)      Stock options

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

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

<TABLE>
<CAPTION>

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

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

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

</TABLE>




PAGE-15-





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



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

     (c)      Exploration expenditures

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

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

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

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

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

</TABLE>



PAGE-16-




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



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

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

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

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






PAGE-17- (PAGE-44-)





                         SIGNATURES


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


                    WORLD VENTURES INC.

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

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


     Date:     May 5, 2003




























PAGE-45-






                         CERTIFICATIONS

I, Raynerd B. Carson, certify that:

1.  I  have  reviewed this annual report on Form  20-F  of  World
Ventures Inc. ("Registrant")

2. Based on my knowledge, this annual report does not contain any
untrue  statement of a material fact or omit to state a  material
fact  necessary  to make the statements made,  in  light  of  the
circumstances   under  which  such  statements  were   made,   no
misleading  with respect tot the period covered  by  this  annual
report:

3.  Based  on my knowledge, the financial statements,  and  other
financial  information  included in this  annual  report,  fairly
present in all material respects the financial condition, results
of  operations and cash flows of the Registrant as of,  and  for,
the periods presented in this annual report;

4.   The  Registrant's  other  certifying  officer  and   I   are
responsible for establishing and maintaining disclosure  controls
and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the Registrant and we have;

a)  designed  such disclosure controls and procedures  to  ensure
that  material information relating to the Registrant,  including
its  consolidated subsidiaries, is made known  to  us  by  others
within  those entities, particularly during the period  in  which
this annual report is being prepared;

b)  evaluated  the  effectiveness of the Registrant's  disclosure
controls and procedures as of a date within 90 days prior to  the
filing date of this annual report (the "Evaluation Date"); and

c)  presented  in  this annual report our conclusions  about  the
effectiveness of the disclosure controls and procedures based  on
our evaluation as of the Evaluation Date;

5.   The  Registrant's  other  certifying  officer  and  I   have
disclosed,   based  on  our  most  recent  evaluation,   to   the
Registrant's  auditors  and the audit committee  of  Registrant's
board   of   directors  (or  persons  performing  the  equivalent
functions):

a)  all  significant deficiencies in the design or  operation  of
internal  controls which could adversely affect the  Registrant's
ability  to record, process, summarize and report financial  data
and  have  identified for the Registrant's auditors and  material
weaknesses in internal controls; and

b)  any  fraud, whether or not material, that involves management
or   other  employees  who  have  a  significant  role   in   the
Registrant's internal controls; and

6. The Registrant's other certifying officer and I have indicated
in  this  annual  report  whether or not there  were  significant
changes  in  internal  controls or in other  factors  that  could
significantly affect internal controls subsequent to the date  of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  May 5, 2003
                     /s/  Raynerd B. Carson
                     ------------------------
                     Raynerd B. Carson
                     President (Chief Executive Officer)


PAGE-46-



I, Stewart A. Jackson, certify that:

1.  I  have  reviewed this annual report on Form  20-F  of  World
Ventures Inc. ("Registrant")

2. Based on my knowledge, this annual report does not contain any
untrue  statement of a material fact or omit to state a  material
fact  necessary  to make the statements made,  in  light  of  the
circumstances   under  which  such  statements  were   made,   no
misleading  with respect tot the period covered  by  this  annual
report:

3.  Based  on my knowledge, the financial statements,  and  other
financial  information  included in this  annual  report,  fairly
present in all material respects the financial condition, results
of  operations and cash flows of the Registrant as of,  and  for,
the periods presented in this annual report;

4.   The  Registrant's  other  certifying  officer  and   I   are
responsible for establishing and maintaining disclosure  controls
and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the Registrant and we have;

a)  designed  such disclosure controls and procedures  to  ensure
that  material information relating to the Registrant,  including
its  consolidated subsidiaries, is made known  to  us  by  others
within  those entities, particularly during the period  in  which
this annual report is being prepared;

b)  evaluated  the  effectiveness of the Registrant's  disclosure
controls and procedures as of a date within 90 days prior to  the
filing date of this annual report (the "Evaluation Date"); and

c)  presented  in  this annual report our conclusions  about  the
effectiveness of the disclosure controls and procedures based  on
our evaluation as of the Evaluation Date;

5.   The  Registrant's  other  certifying  officer  and  I   have
disclosed,   based  on  our  most  recent  evaluation,   to   the
Registrant's  auditors  and the audit committee  of  Registrant's
board   of   directors  (or  persons  performing  the  equivalent
functions):

a)  all  significant deficiencies in the design or  operation  of
internal  controls which could adversely affect the  Registrant's
ability  to record, process, summarize and report financial  data
and  have  identified for the Registrant's auditors and  material
weaknesses in internal controls; and

b)  any  fraud, whether or not material, that involves management
or   other  employees  who  have  a  significant  role   in   the
Registrant's internal controls; and

6. The Registrant's other certifying officer and I have indicated
in  this  annual  report  whether or not there  were  significant
changes  in  internal  controls or in other  factors  that  could
significantly affect internal controls subsequent to the date  of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  May 5, 2003
               /s/  Stewart A. Jackson
               -----------------------
               Stewart A. Jackson
               Vice President (Chief Financial Officer)



PAGE-47-





Exhibits

99.1 Certificate  of Principal Executive Officer pursuant  to  18
     U.S.C.1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

99.2       Certificate of Principal Financial Officer pursuant to
     18  U.S.C.  1350 (Section 906 of the Sarbanes-Oxley  Act  of
     2002)

























































PAGE-48-