UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
20-F/A


(Amendment
No. 2)





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





FOR
THE FISCAL YEAR ENDED: OCTOBER 31, 2007




Commission
File Number: 000 - 18343




WORLD
VENTURES INC.


(formerly Nu-Dawn Resources
Inc.)


(Exact
Name of Registrant as Specified in its Charter)




Not
Applicable


(Translation
of Registrant’s name into English)




Province of British
Columbia, Canada


(Jurisdiction
of Incorporation or Organization)




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


(Address
of Principal Executive Offices, including Postal Code)




(250)
756-0291


(Issuer’s
Telephone Number, Including Area Code)




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


None




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


No Par Value Common
Stock


(Title of
Class)




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


None


(Title of
Class)




Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual report:
16,806,154.





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


Yes o No x





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


Yes o No x


















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


Yes x No o





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


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





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


Item 17
x Item 18 o





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


Yes o No x





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





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





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











EXPLANATORY
NOTE





This
Amendment No. 2 on Form -20F/A to our Annual Report on Form 20-F for the
fiscal year ended October 31, 2007, filed with the U.S. Securities and Exchange
Commission (the “SEC”) on May 6, 2008 (the “Original Report”) is being filed for
the purpose of  amending Item 3,  and Item 4 . This Annual
Report includes expanded discussion of risk factors and revised disclosures of
our resource properties. See “Item 3 – Key Information – 3.D Risk
Factors” and “Item 4
-  Information On World Ventures Inc. -Business Overview” for
other risk factors that may affect our future financial performance. Other than
for the purpose of amending Item 3 and 4 therewith, this Amendment No. 2
does not, and does not purport to, amend, update or restate the information in
any other item of the 20-F filed on May 6, 2008. This Amendment does not reflect
any events occurring after the filing of the Original Report (filed on May 6,
2008) and does not modify or update the disclosures therein in any way other
than as require to reflect the amendments described as noted. This Form 20-F/A
(Amendment No. 2) makes no changes to the financial statements for the
registrant.













2








TABLE OF CONTENTS




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





3





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








4





GLOSSARY & ABBREVIATIONS





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





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










5








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









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




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





6





SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS




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




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





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





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





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




REPORTING CURRENCY AND FINANCIAL INFORMATION




Currency
and Exchange Rates




Financial
information in this Form 20-F is expressed in Canadian dollars; therefore,
unless otherwise noted, references to “Cdn$” or “$” are to Canadian dollars.
 The following tables sets forth the period-end exchange rate, the average
of the period, and the high and low exchange rates in the period, for the
Canadian dollar in exchange for United States dollars, based upon the inverse of
exchange rates reported by the Federal Reserve Bank of New York at the noon
buying rates in New York City for cable transfers payable in Canadian dollars as
certified for customs purposes.  As of December 31, 2007, the noon rate of
exchange, as reported by the Federal Reserve Bank of New York for the conversion
of United States dollars into Canadian dollars was US $1.0120 (US $1.00 = CDN
$1.0194).  As of April 23, 2007 the noon rate of exchange, as reported by
the Federal Reserve Bank of New York for the conversion of United States dollars
into Canadian dollars was US $0.9810 (US $1.00 = CDN $0.9881).









7





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


2007
                        
                        
                        2006
                        
                        
                        2005
                        
                        
                        2004
                        
                        
                        2003Rate
      at October 31
                        
                        $
                        1.0531
                        
                        
                        $
                        0.8900
                        
                        
                        $
                        0.8500
                        
                        
                        $
                        0.7600
                        
                        
                        $
                        0.6900Rate
      at End of Calendar Year
                        
                        
                        1.0120
                        
                        
                        
                        0.8582
                        
                        
                        
                        0.8579
                        
                        
                        
                        0.8310
                        
                        
                        
                        0.7727Average
      Rate During Calendar Year
                        
                        
                        0.9309
                        
                        
                        
                        0.8818
                        
                        
                        
                        0.8254
                        
                        
                        
                        0.7696
                        
                        
                        
                        0.7163High
      Rate Calendar Year
                        
                        
                        1.1091
                        
                        
                        
                        0.9100
                        
                        
                        
                        0.8690
                        
                        
                        
                        0.8493
                        
                        
                        
                        0.7747Low
      Rate Calendar Year
                        
                        
                        0.8437
                        
                        
                        
                        0.8528
                        
                        
                        
                        0.7872
                        
                        
                        
                        0.7158
                        
                        
                        
                        0.6327
 The
following table sets forth the period-end exchange rate, the average of the
period, and the high and low exchange rates in the period for the Canadian
dollar in exchange for United States dollars, for each month during the previous
six months, based upon the inverse of exchange rates reported by the Federal
Reserve Bank of New York at the noon buying rates in New York city for cable
transfers payable in Canadian dollars as certified for customs
purposes.
  March
                          2008
                        
                        
                        February
                          2008
                        
                        
                        January
                          2008
                        
                        
                        December
                          2007
                        
                        
                        November
                          2007
                        
                        
                        October
                          2007Rate
      at End of Period
                        
                        $
                        0.9732
                        
                        
                        $
                        1.0208
                        
                        
                        $
                        0.9982
                        
                        
                        $
                        1.0120
                        
                        
                        $
                        0.9993
                        
                        
                        $
                        1.0531Average
      Rate During Period
                        
                        
                        0.9971
                        
                        
                        
                        0.9982
                        
                        
                        
                        0.9902
                        
                        
                        
                        0.9979
                        
                        
                        
                        1.0351
                        
                        
                        
                        1.0254High
      Rate During Period
                        
                        
                        1.0162
                        
                        
                        
                        1.0291
                        
                        
                        
                        1.0096
                        
                        
                        
                        1.0221
                        
                        
                        
                        1.0908
                        
                        
                        
                        1.0531Low
      Rate During Period
                        
                        
                        0.9732
                        
                        
                        
                        0.9815
                        
                        
                        
                        0.9714
                        
                        
                        
                        0.9789
                        
                        
                        
                        0.9993
                        
                        
                        
                        0.9998




ITEM
1                      IDENTITY
OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS





This item
is not applicable





ITEM
2                      OFFER
STATISTICS AND EXPECTED TIMETABLE





This item
is not applicable





ITEM
3                      KEY
INFORMATION





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




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




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







8





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




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




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




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




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




A.           Selected
financial data





The
following selected consolidated financial data for the years ended October 31,
2007, 2006, 2005, 2004, and 2003 are derived from the audited financial
statements for the periods indicated and should be read in conjunction
therewith. The following selected financial information concerning the Company
is presented in Canadian currency in accordance with U.S. generally accepted
accounting principles (GAAP) as reconciled from the Company's financial
statements, which are presented in accordance with Canadian generally accepted
accounting principles (GAAP). A discussion of differences between Canadian GAAP
and U.S. GAAP is contained within Note 12 to the audited consolidated financial
statements. This information should be read in conjunction with Item 5 –
“Operating and Financial Review and Prospects” and the consolidated financial
statements included in Item 17.




FIVE-YEAR
COMPARATIVE SUMMARY OF CONSOLIDATED SELECTED FINANCIAL DATA


US
      GAAP
                  
                  2007
                  
                  
                  2006
                  
                  
                  2005
                  
                  
                  2004
                  
                  
                  2003Revenue
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0Costs
      and Expenses
                  
                  
                  (427,764
                  )
                  
                  
                  (212,734
                  )
                  
                  
                  (585,703
                  )
                  
                  
                  (210,514
                  )
                  
                  
                  (131,588
                  )Write
      Down of Debts
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  721,772Expense
      recovery
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  9,406
                  
                  
                  
                  0
                  
                  
                  
                  0Write
      Down of Equipment
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Net
      Income (Loss)
                  
                  
                  (427,764
                  )
                  
                  
                  (212,734
                  )
                  
                  
                  (576,297
                  )
                  
                  
                  (210,514
                  )
                  
                  
                  590,184Net
      Income (Loss) Per Share
                  
                  
                  (0.03
                  )
                  
                  
                  (0.01
                  )
                  
                  
                  (0.04
                  )
                  
                  
                  (0.02
                  )
                  
                  
                  0.06


9





FIVE-YEAR
COMPARATIVE SUMMARY OF CONSOLIDATED SELECTED FINANCIAL DATA




2007
                  
                  
                  2006
                  
                  
                  2005
                  
                  
                  2004
                  
                  
                  2003Total
      Assets
                  
                  
                  132,598
                  
                  
                  
                  21,070
                  
                  
                  
                  10,825
                  
                  
                  
                  21,828
                  
                  
                  
                  34,811Total
      Liabilities
                  
                  
                  272,333
                  
                  
                  
                  274,511
                  
                  
                  
                  369,252
                  
                  
                  
                  318,299
                  
                  
                  
                  328,268Capital
      Stock
                  
                  
                  7,975,093
                  
                  
                  
                  7,605,093
                  
                  
                  
                  7,287,373
                  
                  
                  
                  7,062,373
                  
                  
                  
                  6,912,373Contributed
      Surplus
                  
                  
                  494,523
                  
                  
                  
                  323,053
                  
                  
                  
                  323,053
                  
                  
                  
                  0
                  
                  
                  
                  0Accumulated
      Deficit
                  
                  
                  (8,609,351
                  )
                  
                  
                  (8,181,587
                  )
                  
                  
                  (7,968,853
                  )
                  
                  
                  (7,358,844
                  )
                  
                  
                  (7,148,330
                  )Working
      Capital (-Deficit)
                  
                  
                  (140,761
                  )
                  
                  
                  (254,723
                  )
                  
                  
                  (306,521
                  )
                  
                  
                  (299,089
                  )
                  
                  
                  (296,729
                  )Shareholder’s
      Equity
                  
                  
                  (139,735
                  )
                  
                  
                  (253,441
                  )
                  
                  
                  (358,427
                  )
                  
                  
                  (296,471
                  )
                  
                  
                  (293,457
                  )Cash
      Dividends per Share
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Capital
      Stock Outstanding
                  
                  
                  16,806,154
                  
                  
                  
                  15,106,154
                  
                  
                  
                  13,572,154
                  
                  
                  
                  12,072,154
                  
                  
                  
                  10,782,154


Income
(Loss) Per Share was calculated using the weighted average number of common
shares outstanding during the period indicated. The Company has not declared or
paid dividends on its common shares during the last five fiscal
years.





B.           Capitalization
and Indebtedness





This item
is not applicable.





C.           Reasons
for the Offer and Use of the Proceeds





This item
is not applicable.





D.           Risk
Factors





World
Ventures Inc. is an Exploration Stage Company





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




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





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





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





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





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









10








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





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





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





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





World
Ventures Inc. is Subject to Certain Mining Hazards




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





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





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




Abandonment
and Reclamation Costs and Regulations May Change




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





Independent
Reviews Provide No Assurance of Future Results





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







11








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





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





There
is a Possibility of Dilution to Present and Prospective
Shareholders





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





Title
Risks May Result in Title Claims or Disputes





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




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




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





ITEM
4                      INFORMATION
ON WORLD VENTURES INC.





A.           History
and Development of World Ventures Inc.





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




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





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





Principal
Capital Expenditures





The
Company has invested principally in its resource properties in the Lapon Canyon
- Nevada Property, Crystal Springs - Saskatchewan Property, and Triton - Ontario
Property over the last five years.  Over the past five years, $432,010 has
been invested in resource properties for legal fees, consulting fees, lease
costs, and travel expenditures. There have been no significant divestitures or
disposals over the past three years.










12








B.          Business
Overview





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





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





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





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


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




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




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












13





RESOURCE
PROPERTIES





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


Potential
Mineral Commodity: Gold





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




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


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





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





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





The
Property is underlain by Precambrian-aged metavolcanic which contains
occurrences of quartz veins containing gold values as reported in historical
reports. A prospect shaft to 110 feet in depth with 145 feet of lateral workings
is described in old Company reports. Gold assay values reported are historical
in nature and cannot be relied upon.  Drilling conducted by
Teck-Cominco in 1985-1988 is reported to have intersected gold values but this
information is historical in nature and cannot be relied upon.  It is
anticipated that future confirmation exploration work will be conducted under NI
43-101 guidelines. Expenditures for 2007 total $2,192 and 2006 total $2,000.
There were no expenditures by the Company for this property in 2005 or
2004.










14







FIGURE
1





LOCATION
MAP – TRITON PROPERTY


Near Timmins, MacMurchy Township,
Shinning Tree District, Ontario








Ontario








15





FIGURE
2





LOCATION
MAP – TRITON PROPERTY


Shinning
Tree District

















16





FIGURE
3





CLAIMS
MAP – TRITON PROPERTY


MacMurchy
Township














17








Crystal
Springs Property, Central Saskatchewan, Canada


Potential
Mineral Commodities: Diamonds, Gold, Copper and Iron





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




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




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




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




The
Company has an option to purchase the 640-acre Crystal Springs Property upon
commercial development. Upon commencing mining operations on the Property, the
Company will pay Lanctots a production royalty equal to 5% of net profits and
$4,000 per annum. Expenditures for 2007 were $4,000 and in 2006 total $12,732.
There were no expenditures for this property in 2005 or 2004.  The
Saskatchewan Mineral Claims require the expenditure of $12 per hectare for years
starting 2-10 to maintain Mineral Claims in good standing. As no work was
completed or filed on these claims they have lapsed. There are no known mineral
resources on the property.  There are no current plans to conduct
exploration programs for the Property. Any work to be conducted on this Property
will be subjected to the raising of funds by equity funding or joint venture
partnership funding. Any work to be conducted on the Property will be carried
out under the NI 43 – 101 guidelines.






















18





FIGURE
4









LOCATION
MAP – CRYSTAL SPRINGS PROPERTY


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








SASKATCHEWAN





Crystal
Springs















19





Kootenay
Property, near Salmo, British Columbia, Canada


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





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





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





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





Table 1.1
Total WO3Resource for
Jersey Project





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





Table 1.2
Total Mo Resources for Dodger for Dodger 4200 Zone





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





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





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


Potential
Mineral Commodities: Gold and Silver





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





Pursuant
to a Letter Agreement with Potts dated May 2, 2002, the Company has paid to
Potts the sum of $US 11,000 which included the royalty payment due on June 6,
2002. Subsequent to the Company’s October 31, 2006 year-end, the Company and
Potts amended the Lease Purchase Agreement with an Amendment Agreement Letter
dated January 16, 2007.


The
Amendment Agreement Letter amended the Term of the Lease to automatically extend
the lease for an additional 5 years to June 6, 2012 and a minor amendment to the
Minimum Royalties Payments. The amended Minimum Royalty payment schedule is as
follows:





20








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





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





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




TABLE
1


SLEEPER
CLAIM GROUP





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





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





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





Expenditures
to date on the property total $402,475 ($92,490 for 2007) including lease
obligations, preliminary and on-going evaluation costs, and the costs of an
independent NI 43-101report. This Property is in the exploration stage. The
Company signed a letter of intent date April 9, 2009 with Kelward Overseas Corp.
under which the expenditures of the exploration of the property will be funded
to the extent of $750,000 for a 50% interest in the property.  The initial
$100,000 of expenditures will earn Kelward Overseas Corp.  20% interest in
the property. A work program is being formulized for the
project.










21





FIGURE
5





LOCATION
MAP – LAPON CANYON PROPERTY


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








NEVADA




Lapon
Canyon











22





FIGURE
6





LOCATION
MAP – LAPON CANYON PROPERTY


Mineral County,
Nevada

















23





FIGURE
7
 
 CLAIMS
MAP – LAPON CANYON PROPERTY
 Mineral County,
Nevada
 
 
  
  24
   Gladiator,
Arizona, United States
 
 The
Company entered into an option agreement on January 14, 2000 with Curitiba S.A.,
a Costa Rican corporation, to acquire 100% of the issued and outstanding shares
of Nor-Quest Arizona Inc., an Arizona corporation. Nor-Quest Arizona Inc. has
title to 170 acres within the Prescott National Forest in the State of Arizona.
The option expired January 14, 2002; however, as part of the original agreement,
the Company agreed to pay any property tax balance outstanding during the option
period. During 2004, the Company paid the outstanding arrears taxes of $5,549
relating to the option period.  There were no expenditures by the
Company for this property in 2006 or 2005. The Company entered into a letter of
intent to purchase the outstanding and issued common shares of Nor-Quest Arizona
Inc. on April 11, 2007, the letter of intent expired. The Company
incurred costs of $8,630 for the 2007 fiscal year. The Company continues to
evaluate the opportunity to acquire this property.
 
 Guanacaste,
Costa Rica
 
 Pursuant
to an option agreement dated October 23, 1995 and amended February 27, 1996
between the Company and Minera Oceanica S.A., the Company acquired an option for
the mineral and surface rights in Concession 6622 situated in the Juntas de
Abangares, District of Guanacaste, Costa Rica, subject to a 10% royalty in
favour of Minera Oceanica S.A. on operating profits derived from the property,
or US $100,000 per year, whichever is greater.  This royalty has
been waived indefinitely until the commencement of production. Finder’s fees of
$22,500 have been included in the cost of resource properties. The Company wrote
down the property ($395,496) during 2003 and as at October 31, 2007 the Company
is holding the rights for future use. There were no expenditures by the Company
for this property in 2007, 2006 or 2005. The Company monitors mineral
exploration in Costa Rica. There is no known mineral resource on this
Property.   The Company has no planned exploration for this
property.  The Property is not a material Property.  The
Company plans to review the climate for mineral exploration in Costa Rica and
subject to financing may initiate activity there.
 
 Pan-Oro,
Panama
 
 During
1995, the Company entered into a letter of agreement with Grande Portage
Resources Ltd. to enter into a joint venture agreement to develop mineral
concessions in Panama.  The agreement has not yet been concluded and
regulatory approval remains outstanding.  During 2001, the Company
decided to write-down its investment in this property to a nominal carrying
value.  The Company retained the right to resume exploration on this
property.  The Company has a 90% ownership interest in Pan-Oro S.A.,
an inactive Panamanian corporation. As at October 31, 2007, the Company is not
actively conducting exploration in Panama. There were no expenditures by the
Company for this property in 2007, 2006 or 2005. The Company abandoned its
rights in Panama during the fiscal year and has written off the carrying value
of the investment. This Property is not a material Property, however the Company
monitors activity in Panama and may renew activity in that area.
 
 C.          Organizational
Structure
 
 World
Ventures Inc. has one inactive, wholly owned subsidiary, World Ventures (Nevada)
Inc. incorporated pursuant to the Corporations Act (State of
Nevada).  The Company currently has no joint ventures
partnerships.
 
 D.           Property,
Plants and Equipment
 
 Office
Space
 
 World
Ventures Inc. maintains its head office in Nanaimo, British Columbia, Canada.
During fiscal year ended October 31, 2007, the Company employed one part-time
office manager who provided services to the company on a contract basis. Most
Company operations will be conducted by the directors on a part time basis or by
outside contractors. The rental commitment is $12,000 per year.
 
 Resource
Properties
 
 World
Ventures Inc.’s resource properties are located in Lapon Canyon Property,
located in Mineral County Nevada, near Reno Nevada, United States; Triton
Propertylocated
inthe McMurchy
Township, Shining Tree Mining District, Ontario, Canada; and Crystal Springs
Property,located
inCentral
Saskatchewan, Canada. This information should be read in conjunction with Item
4B “Resource Properties” and the consolidated financial statements included in
Item 17.
    25
  Mineral
Permits and Leases
 
 World
Ventures Inc. holds mineral claims conveying the right to explore for metallic
and industrial minerals issued by the Nevada Regional Office of the Bureau of
Land Management for the Lapon Canyon Nevada Property; by the Ontario Natural
Resources Department for the Triton Ontario Property; and a private mineral
lease for the Crystal Springs Saskatchewan Property. This information should be
read in conjunction with Item 4B “Resource Properties” and the consolidated
financial statements included in Item 17.
 
 World
Ventures Inc. also holds mineral claims issued by Ontario Natural Resources
Department for the Triton Ontario Property required too maintain annual
assessment work on the mineral claims totaling $2,000, no expiration
date.
 
 ITEM
4A                      UNRESOLVED
STAFF COMMENTS
 
 This item
is not applicable
 
 ITEM
5                      OPERATING
AND FINANCIAL REVIEW AND PROSPECTS
 
 General
 
 This
discussion date April 23, 2008 is intended to assist readers with a better
understanding and evaluation World Ventures Inc.’s (“WVI” or the “Company”)
history, business environment, strategies, performance and risk factors as well
as the financial condition and operations for the fourth quarter and year ended
October 31, 2007. The following Management Discussion and Analysis (“MD&A”)
should be read in conjunction with the audited financial statements and related
notes thereto for the year ended October 31, 2007, the Director’s Report to
Shareholders, and other management discussion included in the Company’s Annual
Report. The information in this report includes information available to April
23, 2008.
 
 Except
where otherwise noted, all dollar amounts are stated in Canadian dollars. The
data included was prepared in accordance with Canadian Generally Accepted
Accounting Principles (GAAP), which differ form US GAAP.
 
 For
a discussion of these differences, see the notes to the Company’s consolidated
Financial Statements in “Item 17 – Financial Statements”. Further financial
information regarding the World Ventures
Inc. is available at www.sedar.com
and at www.sec.gov/edgar.shtml
 
 This
MD&A contains forward-looking statements with respect to expected financial
performance, strategy and business conditions. These statements involve risks
and uncertainties, are based on assumptions and estimates, and therefore actual
results may differ materially from those expressed or implied by World Ventures
Inc. Factors which may cause such differences include, but are not limited to,
general economic and market conditions including interest and foreign exchange
rates, investment performance, global and domestic financial markets, the
competitive industry environment, legislative and regulatory changes,
technological developments, catastrophic events and other business
risks.  The reader is cautioned against undue reliance on these
forward-looking statements. Certain totals, subtotals and percentages may not
reconcile due to rounding.
 
 A.           Operating
Results
 
 The
Company’s consolidated financial statements for the year ended October 31, 2007
with comparatives have been prepared in accordance with Canadian Generally
Accepted accounting principles. The Company’s financial reporting is in Canadian
dollars. The Company has included in the consolidated financial statements
reconciliation between Canadian Generally Accepted Accounting Principles and
United States Generally Accepted Accounting Principles. The reconciliation and
explanation of the differences are in Note 12, pages 61 through 64.
 
 Differences
in income (losses) by the Company in the various periods are caused entirely by
variations in the amounts that the Company incurred in its day-to-day operations
and, primarily in raising funds or conducting exploration work on its Lapon
Canyon-Nevada Property, Triton-Ontario Property, and Crystal
Springs-Saskatchewan Property.
  
  26
  The Lapon
Canyon, Nevada Property is a gold-bearing vein structure with historical
exploration and minor production on three levels Proposed exploration consisting
of opening, re-examining, sampling, and drilling of extensions has not been
started to date.
 
 The
Triton, Ontario Property is a gold-bearing vein structure with an exploration
shaft to over 100-feet and some diamond drill intersections both below and
lateral to the old workings.  Re-examination of the old workings and
drilling for possible extension of the known mineralization has not been
initiated. Surface sampling of known vein structures was carried out
in  2007 and 2008 sufficient for assessment purposes.
 
 The
Crystal Springs, Saskatchewan diamond gold exploration target was acquired
during the 2006 year.  The required drill testing for possible diamond
pipes, and drill testing for potential gold-copper-iron targets in the basement
rock have not yet been initiated.  Monitoring of diamond exploration
activity within the kimberlite field to the north continually evaluates the
region for exploration potential.
 
 The
Kootenay (Jersey-Emerald) Property royalty interest covers production from the
several potential targets. An extensive program by Sultan Minerals Inc., the
current owner of property is ongoing and is monitored on continued
basis.
 
 As the
Company is in the exploration stage of investigating, evaluating its minerals
properties, revenues remained unchanged at $0 in 2007, 2006, and 2005,
reflective of the nature of a mining exploration company.
 
 In the
current year ended October 31, 2007 the Company continues to incur general and
administrative expenses consistent with the previous 12 months. The Company
incurred expenditures for Lapon Canyon-Nevada Property consistent with the same
12-month period in the previous year. In additional, the Company incurred
expenditures for Crystal Springs–Saskatchewan Property and Triton–Ontario
Property. Total expenditures for all resource properties for the 2007 total
$107,291, compared to 2006 total of $60,414, and for 2005 total $108,328, and
for 2004 total $86,333. Financial results for the 2007 are reflective on the
continued activity of the Company with a net loss of $320,473 and in 2006 a net
loss of  $152,320, in 2005 net loss of $467,969, and in 2004 a net
loss of $124,181.
 
 Financial
results for the years of 2007 and 2005 the Company reported a net loss of
$320,473 and $467,969 respectively including a significant change in accounting
policy effective November 1, 2003, per the recommendations of the Canadian
Institute of Chartered Accountants (“CICA”) Handbook Section 3870, for
Stock-based compensation and other stock-based payments. In accordance with the
CICA policy the Company has accounted for stock options granted to directors,
employees and consultants using the fair market value method. As a result the
preceding the Company has recognized $171,470 in 2007 and in 2005, $289,341
stock-based compensation in the year's net losses, and an additional $33,712,
which was charged to the opening deficit in the prior year. The Financial
results for the year of 2004 were reflective of the renewed activity of the
Company with a net loss of  $124,181.
 
 Expenses
for 2007, 2006, and 2005 are comparative across all categories. Specific
expenses of note during the 2007, 2006, and 2005 periods are as
follows:
 
 ·
              Professional
      fees with $19,973 and $37,436 in 2006 compared to $15,768 in 2005,
      increases as result of increase costs of auditing fees since
      2005;
 ·
              Travel
      and Promotion with decrease to $25,547 from $45,252 in 2006 compared to
      $97,587 in 2005, expenditures vary depending public relations
      expenditures;
 ·
              Office
      Administration is $47,323 and 2006 - $28,403 compare to 2005 of $12,356,
      increases related to increased regulatory, and filing
      requirements;
 ·
              Interest
      and Bank Charges decrease to $5,668 from $8,025 in 2006, compared to
      $6,505 in 2005;
 ·
              Office
      and sundry increased to $21,882 from $7,513 in 2006 compared to $11,148 in
      2005, the increase in 2007 attributable to increased computer software
      costs;
 ·
              Consulting
      fees paid for 2007 is $29,500 compared to 2006 of $44,182 and $54,772 in
      2005;
 ·
              No
      Corporate capital taxes were paid during 2007, 2006, and
    2005;
 ·
              Included
      expenditures for services paid to an individual related to the President
      of the Company for the 2007 in the amount of $12,000, and $12,000 in 2006
      and 2005 fiscal years respectively;
 ·
              The
      Company has included expenditures for consulting fees paid to officers of
      the Company in the current year of $28,500 compared to $2,000 in 2006 and
      $54,772 in 2005.
  
  27
  There are
no trends, commitments, events or uncertainties presently known or identifiable
to management that are reasonably expected to have a material affect on the
Company’s business, financial position, or results of operations. The nature of
the Company’s business is the demanding of capital for property acquisition
costs, exploration commitments and holding costs. The Company intends to utilize
cash on hand to meet these obligations and will continue to raise funds by
equity financings as necessary to augment this cash position, as it does not
have sufficient operating cash flow.
 
 There are
certain risk factors that could have material affects that are un-quantifiable
at present due to the nature of the Company’s industry and other considerations
including, without limitations as follows:
 
 ·
              Exploration
      Development - mineral exploration involves a high degree of risk and few
      properties result in successful production. Even when a prospect is
      discovered and designated, the probability of an individual prospect ever
      having proven reserves is extremely remote.  In all probability the
      properties described herein may not contain any reserves and funds spent
      on exploration may not find any reserves.  Even if the Company
      completes anticipated exploration programs and is successful in
      identifying a mineral deposit, substantial additional funds will need to
      be expended on further drilling and engineering studies before it can be
      ascertained whether there is a commercially viable mineral deposit on the
      property;
 
 ·
              Operating
      Risk  – all properties in which the Company has a direct or
      indirect interest will be subject to all the hazards and risks normally
      associated with exploration and development any of which could result in
      damage to property, and possible environmental
  damage;
 
 ·
              Commodity
      Prices – the price of the Company’s shares, its financial results, and
      exploration activities have been or may in the future be, adversely
      affected by declines in the price of mineral commodity
    prices;
 
 ·
              Foreign
      Operation Risk – properties in Costa Rica and Panama are affected by
      changes in regulation of shift in the political attitudes, which are
      beyond the control of the Company;
 
 ·
              Financing
      and Acquisition – exploration activities require substantial additional
      financing. Failure to obtain financing results in delayed or postponed
      exploration and/or acquisition of resource
  properties;
 
 ·
              Environmental
      – all phases of the Company’s exploration are subject to environmental
      regulation in the various jurisdictions of these resource properties.
      There are no assurances that future changes in environmental regulation
      will not adversely affect the
Company;
 
 ·
              Competition
      – the mining industry is intensely competitive industry, and the Company
      competes with numerous companies that have greater financial resources and
      technical facilities available.
  B.           Liquidity
and Capital Resources
  As at
October 31, 2007 the Company had a cash position of $126,338 and in 2006,
$17,103, compared to $4,391 as at October 31, 2005 and $15,667 as at October 31,
2004. As at October 31, 2007 the Company reported a working capital deficiency
of $140,761and $254,723 at October 31, 2006 compare with the October 31, 2005 a
working capital deficiency of $360,521 and October 31, 2004 working capital
deficiency of $299,089.
 
 The
financial statements have been prepared on a going concern basis which assumes
that the Company will continue to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has no revenue generating properties at this time, and has generally
incurred losses since inception.
 
 The net
working capital is not sufficient for the Company’s present requirements. The
Company has continued to provide capital through equity financing and proposes
to meet any further working capital requirements through equity financings on
acceptable terms in order to enable us to complete any plan of
operations.  Please review “Subsequent Events” – Page 19.
 
 In July
2007, the Company negotiated a non-brokered private placement of 825,000 common
units at a purchase price of  $0.20 per unit for proceeds of $165,000.
Each unit is comprised of one common share and one common share warrant
exercisable for 24 months from date of issue at a price of  $0.30. The
Company issued the units on November 28, 2007.
  
  28
  In
February 2007, the Company negotiated a non-brokered private placement of
580,000 common units at a purchase price of  $0.15 per unit for
proceeds of $87,000. Each unit is comprised of one common share and one common
share warrant exercisable for 24 months from date of issue at a price of $0.30
per share. The Company issued the units on July 11, 2007.
 
 In
January 2007, the Company negotiated a non-brokered private placement of 120,000
common units at a purchase price of  $0.15 per unit for proceeds of
$18,000. Each unit is comprised of one common share and one common share warrant
exercisable for 24 months from date of issue at a price of  $0.30 per
share. The Company issued the units on July 11, 2007.
 
 In
respect to above placements totalling 1,525,000 units, if the Company’s shares
trade on the OTC B:B at a price greater than or equal to $0.50 per share at any
time during the trading day for a period of 10 consecutive trading days (Premium
Trading Days) after which time the exercise period shall be shortened to a
period of 14 calendar days commencing on that day which is the tenth Premium
Trading Day.
 
 On
November 20, 2006, the Company completed a non-brokered private placement of
1,000,000 units at $0.10 per unit. Each unit is comprised of one common share
and one common share purchase warrant exercisable for 24 months. The warrants
are exercisable at $0.10 per share in the first year and at $0.15 in the second
year.  Of the 1,000,000 common shares issued, 370,960 common shares
were issued to settle a $37,096 debt incurred on behalf of the Company by an
officer of the Company and 629,040 common shares were issued for proceeds of
$62,904.  The Company issued the units on February 28,
2007.
 
 On March
1, 2006, the Company raised an aggregate of $250,000 on a negotiated a
non-brokered private placement of 1,250,000 units at a price of $0.20 per unit.
Each unit consists of one common share and one share warrant to purchase one
additional common share at a price of $0.25 per share in the first year or $0.35
in the second year. The warrants are exercisable for a period of 24 months from
the closing date. The Company issued the units on May 12, 2006.
 
 The
funding raised as noted and any additional funds raised will be used for the
Company’s exploration programs located in Nevada, Ontario and Saskatchewan, if
warranted, to pursue other business opportunities and for general working
capital.
 
 During
2006, the Company issued 200,000 common shares at a price of $0.20 per share to
settle a $40,000 debt incurred on behalf of the Company by an officer of the
Company and 84,000 common shares at a price of $0.33 per share to settle a
$27,720 court action.
 
 The
Company entered into a lease purchase agreement dated June 6, 2002 with Mr.
Donald B. Potts ("Potts") to acquire the right to explore, develop and mine a
property located in Mineral County, Nevada, USA (the "Property").  The
initial lease term is five years but can be extended for an additional five
years, and for so long thereafter as minerals are mined and produced from the
Property. Upon commencing production of valuable minerals from the Property, the
Company will pay Potts a royalty on production equal to 4% of net smelter
returns.
 
 Future
royalty payments are payable (in US$) as follows:
 
 Payments
      per agreement
                  
                  Year
      1
                  
                  
                  Year
      2
                  
                  
                  Year
      3
                  
                  
                  Year
      4
                  
                  
                  Year
      5November
      2007 – October 2008
                  
                  $
                  54,000November
      2008 – October 2009
                  
                  
                  
                  
                  
                  $
                  54,000November
      2009 – October 2010
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  54,000November
      2010 – October 2011
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  54,000November
      2011 – October 2012
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  54,000TOTAL
      PER YEAR
                  
                  US$54,000
                  
                  
                  US$54,000
                  
                  
                  US$54,000
                  
                  
                  US$54,000
                  
                  
                  US$54,000
 
 As at
April 23, 2008, the Company has paid all royalty payments and funding is
available to satisfy the next fiscal years lease agreement. Royalty payments on
actual productions will equal 4% of net smelter returns (“NSR”).
 
 The
Company entered into a lease purchase agreement dated July 1, 2005 with Mrs. M.
Lanctot and Mr. A. Lanctot ("Lanctots") to acquire the right to explore, develop
and mine a property located in the vicinity of Fort a la Corne, Saskatchewan,
Canada (“Crystal Springs Property”).   The initial lease term is
ten years with the first payment of $2,000 upon execution of the agreement and
an annual sum of $4,000 for a total of $38,000. The Company has an option to
purchase the Crystal Springs Property upon commercial development. Upon
commencing mining operations of the Property, the Company will pay Lanctots on
production equal to 5% of net profits and $4,000 per annum
  
  29
  Future
royalty payments are payable (in CDN$) as follows:
 
 Payments
      per agreement
                  
                  Year
      1
                  
                  
                  Year
      2
                  
                  
                  Year
      3
                  
                  
                  Year
      4
                  
                  
                  Year
      5November
      2007 – October 2008
                  
                  $
                  4,000November
      2008 – October 2009
                  
                  
                  
                  
                  
                  $
                  4,000November
      2009 – October 2010
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  4,000November
      2010 – October 2011
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  4,000November
      2011 – October 2012
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  4,000TOTAL
      PER YEAR
                  
                  CDN$4,000
                  
                  
                  CDN$4,000
                  
                  
                  CDN$4,000
                  
                  
                  CDN$4,000
                  
                  
                  CDN$4,000
 
 As at
April 23, 2008, the Company has paid all royalty payments and funding is
available to satisfy the next fiscal years lease agreement. Royalty payments on
actual productions will equal 4% of net smelter returns (“NSR”).
 
 During
the current year, the Company expenditures for Lapon Canyon were $92,490and
$45,682 in 2006, compared to the fiscal year October 31, 2005; expenditures were
a total $108,328 additional incurred expenditures for Crystal Springs –
Saskatchewan and Triton – Ontario and Gladiator total $14,801. Total
expenditures for all resource properties for the year were
$107,291.  The expenditures included costs for legal, consulting,
lease payments and travel. The Company will continue to incur research and
development costs that are required in order to maintain resource properties in
good standing.
 
 The
Company has no other commitments or arrangements for additional financing at
this time and there is no assurance that the Company will be able to obtain any
additional financing on terms acceptable to the Company. The quantity of funds
to be raised and the terms of any equity financing that may be undertaken will
be negotiated by management as opportunities to raise funds arise. Actual
funding requirements may vary from those planned due to a number of factors,
including the progress of exploration and development activity.
 
 Other
than as discussed herein, the Company is not aware of any trends, demands,
commitments, events or uncertainties that may result in the Company’s liquidity
materially decreasing beyond the current projected expenditures. The Company has
historically satisfied its capital needs primarily by issuing equity securities.
Management believes it will be able to raise equity capital as required in both
the short and long term but recognizes the uncertainty attached thereto. The
Company will continue to use various strategies to minimize its dependence on
equity capital, including the securing of joint venture partners where
appropriate.
  C.           Research
and Development, Patent and Licences
  The
Company has not incurred any related expenditures for the fiscal years ended
October 31, 2007, 2006 or 2005.
  D.           Trend
Information
  Other
than as discussed herein, the Company is not aware of any trends, demands,
commitments, events or uncertainties that are reasonable likely to effect the
Company’s sales or revenues, income from operations, liquidity or materially
decreasing beyond the current projected expenditures.
  E.
              Off-Balance
      Sheet Arrangements
  As at
October 31, 2007, the Company has no off-balance sheet
arrangements.
 
 
  30
   F.
              Tabular
      Disclosure of Contractual
Obligations
  
 Contract
      Obligations
                  
                  Total
                  
                  
                  Less
      than
                    1
      year
                  
                  
                  1-3
      years
                  
                  
                  3-5
      years
                  
                  
                  More
      than
                    5
      yearsLong-Term
      Debt ObligationsCapital
      (Finance) Lease ObligationsOperating
      Leases Obligations
                  
                  $
                  580,000
                  
                  
                  $
                  58,000
                  
                  
                  $
                  174,000
                  
                  
                  $
                  174,000
                  
                  
                  $
                  174,000Purchase
      ObligationsOther
      Long-Term Liabilities Reflected on the Company’s Balance Sheet under the
      GAAP of the primary financial statementsTOTAL
                  
                  CDN$580,000
                  
                  
                  CDN$58,000
                  
                  
                  CDN$174,000
                  
                  
                  CDN$174,000
                  
                  
                  CDN$174,000
 
 ITEM
6                      DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES
 
 A.
                Directors
      and Senior Management
 
 The
following table sets forth the name, business experience, functions and areas of
experience in the Company and principal business activities performed outside of
the Company (including, in the case of directors of the Company other principal
directorships) of each director upon whose work the Company is dependent, as of
April 23, 2008:
 
 
 Name
      and Position in the Company
                  Age
                  Director
      or Officer Since
                  Number
      of Common Shares and Percentage of ClassDr. Stewart
      A. Jackson
                    President
      and Director
                  68
                  June
      1997
                  250,000
      –2%Gary
      Van Norman
                    Vice
      President and Director
                  69
                  Director
      since February 1996
                  None
      – 0%John
      Curry
                    Vice
      President Sales & Marketing and Director
                  54
                  Director
      since April 2005
                  None
      – 0%Blair
      Carson
                    Director
                  40
                  Director
      since April 2007
                  None
      – 0%Patricia
      Sheahan
                    Director
                  70
                  Director
      since February 2008
                  None
      – 0%
 
 
 
 
 
  31
  The
following is a brief account of the business experience during the past five
years of each director and executive officer:
  Director
      and/or Officer
                  Principal
      Occupation During the Last Five YearsDr. Stewart
      A. Jackson
                  Stewart
      Jackson is a skilled geologist with over 40 years of professional
      experience in the mineral industry. Involved in exploration and
      development of both base and precious metal deposits in a wide range of
      environments for both large and small companies. He has been responsible
      for the discovery, exploration and development of several major mineral
      deposits in wide range of environments.John
      A. Curry
                  John
      Curry has 25 years in sales and marketing including extensive experience
      in the automotive and diesel industries. Since the mid-1990’s he has
      worked in the coatings industry and was instrumental in promoting the MX4
      product line.Gary
      Van Norman
                  Gary
      Van Norman is Businessman/Land Developer with over 30 years expertise with
      land development, project management, and marketing industry, both in
      Canada and the USA. He was instrumental in the development of two of
      Whistler, BC’s largest residential and recreational developments. He is
      currently actively involved in senior capacities with a similar project in
      BC.Blair
      Carson
                  Blair
      Carson is a graduate of the Haileyburey School Mines with over 20 years of
      experience in mining, oil and gas industry.Patricia
      Sheahan
                  Patricia
      Sheahan has an extensive background as geologist/consultant in mineral
      exploration. Serving as a Director for several public mining exploration
      companies over the past two decades and has been President of Konsult
      International Inc. since 1978. She has served as Chairman of
      Communications for the Prospectors as Developers Association of Canada for
      the last three years and as Chairman of the Diamond Technical Sessions for
      the past 16 years. Patricia has also served as President/Chairman of The
      Ontario Club for two terms and is currently serving as a director of the
      board.
 
 B.
                Compensation
 
 The
following is a summary of the employee and director stock options outstanding as
of October 31, 2007 and a summary of all such Options exercised in 2006 and
2005.
  Stock
options outstanding and granted as at October 31, 2007 were as
follows:
  Directors/Employee
                  
                  Number
      of shares
                  
                  
                  Price
                  
                  Expiration
      DateJohn
      A. Curry
                  
                  
                  250,000
                  
                  
                  $
                  0.25
                  
                  July
      4, 2009Stewart
      A. Jackson
                  
                  
                  250,000
                  
                  
                  $
                  0.25
                  
                  July
      4, 2009Gary
      Van Norman
                  
                  
                  250,000
                  
                  
                  $
                  0.25
                  
                  July
      4, 2009Blair
      Carson
                  
                  
                  250,000
                  
                  
                  $
                  0.25
                  
                  July
      4, 2009Ray
      Carson
                  
                  
                  250,000
                  
                  
                  $
                  0.25
                  
                  July
      4, 2009Penny
      Pereira
                  
                  
                  50,000
                  
                  
                  $
                  0.25
                  
                  July
      4, 2009
  The
Company issued a stock option agreement dated July 5, 2007 granting the
directors/employee to purchase common shares of up to 1,300,000 common shares at
$0.25. The employee had the option to exercise the share purchase for up to and
including July 4, 2009. As at October 31, 2007, 1,300,000 stock options remained
unexercised.
  Total
outstanding director and employee stock options for 2006 – 800,000, and in 2005
– 800,000. Stock options granted March 31, 2005 expired during the year ended
October 31, 2007. No stock options exercised by directors or employees during
the years 2007, 2006, and 2005.
  Under
applicable regulations of the British Columbia Securities Commission, the
Company is not authorized to issue options to directors, employees or affiliates
constituting more than 10% of the outstanding common stock. There are no other
plans.
    32
  
 The
Company pays other incidental compensation to executive officers from time to
time, consisting primarily of reimbursement for business related activities on
behalf of the Company. However, the aggregate of all such other compensation did
not exceed 10% of cash compensation reported for the fiscal year ended October
31, 2005. No cash compensation is currently being paid to members of the Board
of Directors for their services as directors. During the fiscal year ended
October 31, 2007, compensation to directors and officers of the Company for
services was $28,500, $2,000 in 2006 and $54,772 in 2005.
 
 C.
                Board
      Practices
 
 The
present term of office of each director will expire at the next Annual Meeting
of Shareholders. The executive officers of the Company are elected annually at
the first meeting of the Company’s Board of Directors held after each Annual
Meeting of Shareholders. Each executive officer shall hold office until his
successor duly is elected and qualified or until his resignation or until he
shall be removed in the manner provided by the Company’s Bylaws.
 
 Audit
Committee
 
 The Audit
Committee of the Company consists of Messers Stewart Jackson (Chair), Gary Van
Norman, and John Curry.  The function of the Audit Committee is to
review the overall audit plan, results of the external audit, the annual
financial statements and management discussion and analysis (“MD&A”), the
review of the quarterly financial statements and MD&A, the review of any
financial press releases and securities filings, the Company’s system of
internal controls, the Company’s accounting and disclosure policies and to
resolve any potential disputes with the Company’s auditors.
 
 Compensation
Committee
 
 The
Compensation Committee of the Company consists of Stewart Jackson (Chair), Gary
Van Norman, and John Curry.  The purpose of the Compensation Committee
is to determine the compensation arrangement of executive officers, to provide,
assist or recommend with respect to policies, benefits, personnel issues and
other issues. The Company currently has no employment contracts in last 5 years.
The Directors and officers are entitled to receive stock options as determined
from time to time by the Committee.
 
 D.           Employees
 
 The
Company currently employs one part-time employee for 2007, 2006, and
2005.
 
 
 
 
  33
  ITEM
7                      MAJOR
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
  A.
              Major
      Shareholders
 
 The
following table sets forth the person(s) known to the Company to own
beneficially more that ten percent (5%) of any class of the Company’s voting
securities and the total amount of any class of the Company’s voting securities
owned by the officers and directors as a group:
 
 TITLE
      OF
                      CLASS
                    IDENTITY
      OF PERSON OR GROUP
                    NUMBER
      OF SHARES
                    PERCENTAGE
                      OF
      CLASSCOMMON
                    Brisas
      Atlantico S.A.
                      PO
      Box 20 Bowling Green Stn
                      New
      York, New York 10274
                    1,000,000
                    5.45%COMMON
                    Cede
      & Co.
                      PO
      Box 20 Bowling Green Stn
                      New
      York, New York 10274
                    8,668,931
                    47.23%COMMON
                    CDS
      & Co.
                      PO
      Box 1038 STN A
                      Toronto
      Ontario, M5W 1G5
                    3,722,469
                    20.28%COMMON
                    Computershare
      Trust Company
                      510
      Burrard Street
                      Vancouver
      British Columbia V6C 3B9
                    1,265,485
                    6.90%COMMON
                    Curitiba
      S.A.
                      PO
      Box 6095 1000
                      San
      Jose, Costa Rica
                    1,250,000
                    6.81%COMMON
                    Hecote
      Junteno Sociedad Anonima
                      Estacion
      De Oasolina El Ranchito
                      800
      Metros Al Norte a Mano
                      Derecha
      Casa Numero 11 A
                      San
      Jose  Costa Rica
                    561,733
                    3.06%COMMON
                    Investors
      First S.A.
                      c/o
      Arias, Aleman & Mora
                      Calle
      50 Edif Tower 1ER
      Piso Apartado 8799
                      Panama
      5, Panama
                    1,300,000
                    7.08%COMMON
                    Officers
      and Directors Collectively
                    200,000
                    1.09%Note
      1:
                    Beneficial
      owners listed have sole voting and investment power with respect to the
      shares shown unless otherwise indicated.
  Control
of the Corporation
 
 The
Corporation is a publicly owned Canadian company, the shares of which are owned
by Canadian residents, U.S. residents and other foreign residents. To the best
of the Corporation’s knowledge, the Corporation is not directly or indirectly
owned or controlled by another corporation, any foreign governments or any other
natural or legal person, jointly or severally.
 
 Change
in Control Arrangements
 
 The
Corporation is not aware of any arrangements the operation of which may at a
subsequent date result in a change of control of the Corporation.
 
 
 
 
  34
  
 B.
              Related
      Party Transactions
 
 Services
provided by directors or parties related to directors:
  October
      31,
                    
                    
                    October
      31,
                    
                    
                    October
      31,2007
                    
                    
                    2006
                    
                    
                    2005Consulting
                    
                    $
                    28,500
                    
                    
                    $
                    2,000
                    
                    
                    $
                    54,772Rent
                    
                    $
                    12,000
                    
                    
                    $
                    12,000
                    
                    
                    $
                    12,000
 
 ·
              Accounts
      receivable includes $2,542 (2006 and 2005 - $665) due from a
      director.
 ·
              Accounts
      payable includes $708 (2006 - $0 and 2005 - $10,713) due to an individual
      related to the president of the
Company.
 ·
              Accounts
      payable includes $1,847 (2006 $0 and 2005 - $96,736) due to an
      officer.
 ·
              During
      2007, a shareholder advanced $42,889 of which $37,096 (2006 $233,838) was
      settled by the issuance of 370,960 common shares (2006 –284,000 common
      shares for $67,720 of debt) of the Company. In 2007, $100,000 (2006 -
      $250,000) was applied to exercise of 1,000,000 (2006 - 1,250,000)
      warrants.
 ·
              In
      2007, of the $28,500 (2006 - $2,000) in consulting fees, $3,500 were paid
      to an officer of the Company and are included in consulting fees.
      Consulting of fees in the amount of $25,000 (2006 - $0) were paid to an
      officer and included in resource
properties.
 
 The fair
value of the amounts due to related parties are not determinable, as they have
no fixed terms of repayment. These transactions are in normal course of
operations and are measured at the exchange amount, which is the amount of
consideration established and agreed to be related parties.
 
 C.
              Interests of Experts and
      Counsel
 
 This item
is not applicable.
 
 ITEM
8                      FINANCIAL
INFORMATION
  A.
              Consolidated
      Statements and Other Financial
Information
 
 Incorporated
hereto are the audited consolidated financial statements for the years ended
October 31, 2007, 2006, and 2005, which are set forth in “Item 17 – Financial
Statements”.
 
  
  35
  
 Selected
Annual Information
 
 The
following selected financial information is derived from the audited financial
statements for the years ended October 31, 2007, 2006, 2005 and 2004, of the
Company as prepared in accordance with Canadian Generally Accepted Accounting
Principles (GAAP). The Company has included in the consolidated financial
statements reconciliation between Canadian Generally Accepted Accounting
Principles and United States Generally Accepted Accounting Principles. The
reconciliation and explanation of the differences are in Note 12 of the
Company’s financial statements, pages 17 through 20. For more detailed
information, refer to the Company’s audited Financial Statements.
 
  October
      31, 2007
                    October
      31, 2006
                    October
      31, 2005
                    October
      31, 2004Net
      Sales
                    $Nil
                    $Nil
                    $Nil
                    $NilIncome
      (loss) before discontinued items or extraordinary items
                    $(320,473)
                    $(152,320)
                    $(467,969)
                    $(118,632)Income
      (loss) before discontinued items or extraordinary items:
                      -
      per share undiluted
                      -
      per share diluted
                    (0.02)
                      (0.02)
                    (0.01)
                      (0.01)
                    (0.04)
                      (0.04)
                    (0.01)
                      (0.01)Net
      Income (loss)
                    $(320,473)
                    $(152,320)
                    $(467,969)
                    $(124,181)Net
      Income (loss) before discontinued items or extraordinary
      items:
                      -
      per share undiluted
                      -
      per share diluted
                    (0.02)
                      (0.02)
                    (0.01)
                      (0.01)
                    (0.04)
                      (0.04)
                    (0.01)
                      (0.01)Total
      Assets
                    $564,608
                    $345,789
                    $275,130
                    $177,805Total
      Long-term Debt
                    $Nil
                    $Nil
                    $Nil
                    $NilCash
      dividends declared: $ per share
                    $Nil
                    $Nil
                    $Nil
                    $Nil
 
 The
growth in total assets for the year ended October 31, 2007 is primarily the
result of capitalized exploration expenditures incurred during the year and an
increase in cash and cash equivalents from private placements. Financial results
for the year of 2005 the Company reported a net loss of $467,969 including a
significant change in accounting policy effective November 1, 2003, per the
recommendations of the Canadian Institute of Chartered Accountants (“CICA”)
Handbook Section 3870, for Stock-based compensation and other stock-based
payments. In accordance with the CICA policy the Company has accounted for stock
options granted to directors, employees and consultants using the fair market
value method. As a result the preceding the Company has recognized in 2007
$171,470 stock-based compensation and in 2005 $289,341 stock-based compensation,
and an additional $33,712, which was charged to the opening deficit in the
previous year.
  The
Company is not involved in any legal or arbitration proceedings that may have,
or have had in the recent past, significant effects on the Company’s financial
position.
 
 The
Company is not aware of any material proceedings in which any director, any
member of senior management or any of the Company’s affiliates is a party
adverse to the Company or has a material interest adverse to the
Company.
 
 No
dividends have been paid on any common shares of the Company, nor does the
Company to pay dividends on its common shares in the foreseeable
future.
 
 B.
              Significant
      Changes
 
 No
significant changes have occurred during fiscal 2007 or the first three months
of fiscal 2008.
 
 
  36
  ITEM9                                THE
OFFER AND LISTING
 
 A.
                Offer
      and Listing Details
 
 The
common stock of the Company is listed on the OTC Electronic Bulletin Board in
New York. The following table sets forth the high and the low sales prices for
shares of common stock on the OTC:BB for each quarter of the Company’s last two
fiscal years. Brokers in the United States can make a market on the NASD
electronic bulletin board by submitting a Form 211 with the NASD.
  PRICE
      RANGE
                    
                    High
                    
                    
                    LowOctober
      31, 2004 Year
                    
                    
                    0.70
                    
                    
                    
                    0.22October
      31, 2005 Year
                    
                    
                    0.50
                    
                    
                    
                    0.10October
      31, 2006 Year
                    
                    
                    0.43
                    
                    
                    
                    0.10October
      31, 2007 Year
                    
                    
                    0.23
                    
                    
                    
                    0.102007
      1st  Quarter
                    
                    
                    0.20
                    
                    
                    
                    0.102007
      2nd
      Quarter
                    
                    
                    0.16
                    
                    
                    
                    0.132007
      3rd  Quarter
                    
                    
                    0.22
                    
                    
                    
                    0.132007
      4th  Quarter
                    
                    
                    0.23
                    
                    
                    
                    0.142006
      1st  Quarter
                    
                    
                    0.43
                    
                    
                    
                    0.152006
      2nd
      Quarter
                    
                    
                    0.25
                    
                    
                    
                    0.102006
      3rd  Quarter
                    
                    
                    0.34
                    
                    
                    
                    0.152006
      4th  Quarter
                    
                    
                    0.15
                    
                    
                    
                    0.10October
      2007     Month
                    
                    
                    0.18
                    
                    
                    
                    0.14November
      2007 Month
                    
                    
                    0.12
                    
                    
                    
                    0.09December
      2007 Month
                    
                    
                    0.13
                    
                    
                    
                    0.05January
      2008     Month
                    
                    
                    0.11
                    
                    
                    
                    0.05February
      2008   Month
                    
                    
                    0.14
                    
                    
                    
                    0.05March
      2008       Month
                    
                    
                    0.19
                    
                    
                    
                    0.10
  As of
October 31, 2007 the Company had approximately 210 registered shareholders on
record of its no par value common stock. Based on representations received by
the Company from certain record holders, the Company believes that there are in
excess of 1,000 non-registered beneficial owners of its common stock bringing
the total number of shareholders in excess of 1,200.
 
 B.
              Plan
      of Distribution
 
 This item
is not applicable.
 
 C.
              Markets
 
 The
Company’s common shares trade on the OTC Electronic Bulletin Board in New York
under the symbolWVNTF:BB
 
 D.
              Selling
      Shareholders
 
 This item
is not applicable.
 
 E.
              Dilution
 
 This item
is not applicable.
 
  37
  
 F.
              Expenses of the
      Issue
 
 This item
is not applicable.
 
 ITEM
10                      ADDITIONAL
INFORMATION
 
 A.           Share
Capital
 
 The
Company’s authorized capital stock consists of 50,000,000 shares of common
stock, no par value. The following is a summary and is qualified in its entirety
by reference to the Company’s Articles and Special Resolution and Altered
Memorandum, copies of which are exhibits to the Company’s Registration
Statement. The outstanding shares of common stock are fully paid and
non-assessable. As of April 23, 2008, 18,192,887 shares of common stock were
issued and outstanding.
 
 Holders
of shares of common stock are entitled to participate equally as to dividends,
voting powers and participation in assets. No shares have been issued subject to
call or assessment. There are no pre-emptive rights, conversion rights, and
provisions for redemption or purchase for either cancellation or surrender or
provisions for sinking or purchase funds. Provisions as to the modifications,
amendments or variations of such rights or such provisions are contained in the
Company’s Act of the
Province of British Columbia.
 
 The
Company’s authorized share capital and issued is as follows:
  Authorized
-  50,000,000 Common shares without par value
 
  Issued
                    
                    Numberof
      Shares
                    
                    
                    AmountBalance,
      October 31, 2005
                    
                    
                    13,572,154
                    
                    
                    $
                    7,287,373Issue
      of common shares for cash
                    
                    
                    1,250,000
                    
                    
                    
                    250,000Issue
      of common shares for settlement of debt
                    
                    
                    284,000
                    
                    
                    
                    67,720Balance,
      October 31, 2006
                    
                    
                    15,106,154
                    
                    
                    
                    7,605,093Issue
      of common shares for cash
                    
                    
                    1,329,040
                    
                    
                    
                    167,904Issue
      of common shares for settlement of debt
                    
                    
                    370,960
                    
                    
                    
                    37,096Share
      subscriptions (825,000 common shares issued on November 28,
      2007)
                    
                    
                    0
                    
                    
                    
                    165,000Balance,
      October 31, 2007
                    
                    
                    16,806,154
                    
                    
                    $
                    7,975,093
 
 In July
2007, the Company completed non-brokered private placements to issue 825,000
units at $0.20 per unit for proceeds of $165,000.  Each unit is
comprised of one common share and one share purchase warrant, each warrant
entitling the holder to purchase one additional common share at a price of $0.30
per share for a period of two years from the date of issue. The Company issued
the units on November 28, 2007.
 
 In
February 2007, the Company completed non-brokered private placements and issued
580,000 units at $0.15 per unit for proceeds of $87,000.  Each unit is
comprised of one common share and one share purchase warrant, each warrant
entitles the holder to purchase one additional common share at a price of $0.30
per share for a period of two years from the date of issue. The Company issued
the units on July 11, 2007.
 
 In
January 2007, the Company completed non-brokered private placements and issued
120,000 units at a purchase price of $0.15 per unit for proceeds of
$18,000.  Each unit is comprised of one common share and one share
purchase warrant, each warrant entitles the holder to purchase one additional
common share at a price of $0.30 per share for a period of two years from the
date of issue. The Company issued the units on July 11, 2007.
    38
  In
respect to the above private placements totalling 1,525,000 units, if the
Company’s shares trade on the OTC B:B at a price greater than or equal to $0.50
per share at any time during the trading day for a period of ten consecutive
trading days (the Premium Trading Days) the exercise period shall be shortened
to a period of 14 calendar days commencing on that day that is the tenth Premium
Trading Day.
 
 On
November 20, 2006, the Company completed a non-brokered private placement of
1,000,000 units at $0.10 per unit. Each unit is comprised of one common share
and one common share purchase warrant exercisable for 24 months. The warrants
are exercisable at $0.10 per share in the first year and at $0.15 in the second
year.  Of the 1,000,000 common shares issued, 370,960 common shares
were issued to settle a $37,096 debt incurred on behalf of the Company by an
officer of the Company and 629,040 common shares were issued for proceeds of
$62,904.  The Company issued the units on February 28,
2007.
 
 On March
1, 2006, the Company negotiated a non-brokered private placement of 1,250,000
units at $0.20 per unit for proceeds of $250,000. Each unit is comprised of one
common share and one common share purchase warrant exercisable for 24 months
from closing. The warrants are exercisable at $0.25 per share in the first year
and at $0.35 in the second year. The Company issued the units on May 12,
2006.
 
 During
2006, the Company issued 200,000 common shares at a price of $0.20 per share to
settle a $40,000 debt incurred on behalf of the Company by an officer of the
Company, and issued 84,000 common shares at a price of $0.33 per share to settle
a $27,720 court action.
 
 Share
purchase warrants outstanding as at October 31, 2007 and 2006 were as
follows:
  Expiry
                  
                  Exercise
                  
                  
                  Number
      of WarrantsDate
                  
                  Price
                  
                  
                  2007
                  
                  
                  2006Opening
      balance
                  February
      28, 2009*
                  
                  $
                  0.35
                  
                  
                  
                  1,250,000
                  
                  
                  
                  1,250,000Issued
                  November
      19, 2009*
                  
                  $
                  0.15
                  
                  
                  
                  1,000,000
                  
                  
                  
                  0Issued
                  July
      11, 2009
                  
                  $
                  0.30
                  
                  
                  
                  700,000
                  
                  
                  
                  0Issued
                  November
      28, 2009
                  
                  $
                  0.30
                  
                  
                  
                  825,000
                  
                  
                  
                  0Closing
      balance
                  
                  
                  
                  
                  
                  
                  
                  3,775,000
                  
                  
                  
                  1,250,000
 
 *Term
extended subsequent to October 31, 2007
 
 Stock
Options
 
 WeightedNumber
                  
                  
                  Exercise
                  
                  
                  AverageOf
                  
                  
                  Price
                  
                  
                  ExerciseShares
                  
                  
                  Per
      Share
                  
                  
                  PriceBalance,
      outstanding and exercisable October 31, 2006
                  
                  
                  800,000
                  
                  
                  $
                  0.25
                  
                  
                  $
                  0.25Expired
                  
                  
                  (800,000
                  )
                  
                  
                  
                  
                  
                  $
                  0.25Granted
                  
                  
                  1,300,000
                  
                  
                  $
                  0.25
                  
                  
                  $
                  0.25Balance,
      outstanding and exercisable October 31, 2007
                  
                  
                  1,300,000
                  
                  
                  $
                  0.25
                  
                  
                  $
                  0.25
 
 
 The
following table summarizes the Company's stock option activity for the years
ended October 31, 2007 and 2006:
 
 On July
5, 2007 the Company granted stock options to a directors and a consultant of the
Company in the amount of 1,300,000 at exercisable price of $0.25 with an expiry
date of July 4, 2009.Subsequent to October 31, 2007, on February 18, 2008 the
Company granted additional stock options to a director of the Company in the
amount of 250,000 at exercisable price of $0.25 with an expiry date of February
17, 2013.
   39
  Stock
options to directors and consultants outstanding and exercisable as at
October 31, 2007 and 2006 were as follows:
 
 Exercise
                  
                  
                  Number
      of OptionsExpiry
      Date
                  
                  Price
                  
                  
                  2007
                  
                  
                  2006March
      31, 2007
                  
                  $
                  0.25
                  
                  
                  
                  0
                  
                  
                  
                  800,000July
      4, 2009
                  
                  $
                  0.25
                  
                  
                  
                  1,300,000
                  
                  
                  
                  0
 
 B.           Memorandum
and Articles of Association
 
 Securities Register
 
 The
Corporation maintains at Computershare Corporate Trust Company (“transfer
agent”) a securities register in which it records the securities issued by it in
registered form, showing with respect to each class or series of
securities:
  a.
              the
      names, alphabetically arranged and the latest known address of each person
      who is or has been a security
holder;
  b.
                the
      number of securities held by each security holder;
  and
  c.
                the
      date and particulars of the issue and transfer of each
      security.
  The
transfer agent keeps information relating to a security holder that is entered
in the securities register for at least seven years after the security holder
ceases to be a security holder.
  Powers
of Directors
  Approval
and Voting
  A
director who is in any way party, whether directly or indirectly, interested in
a contract or proposed contract or transaction with the Company shall declare
the nature and extent of the Director’s interest at a meeting of the directors
in accordance with the Companies Act. A director shall not vote in respect of
any such contract or transaction with the Company in which he is interested and
if he shall do so his vote shall not be counted, but may be counted in the
quorum present at the meeting at which such vote is taken. Subject to the
Companies Act, the foregoing shall not apply:
  a.
              any
      contract or transaction relating to a loan to the Company, which a
      director or specified corporation or a specified firm in which he has an
      interest has guaranteed or joined in guaranteeing the repayment of the
      loan or any part of the loan, or
  b.
              any
      contract or transaction made or to be made with, or for the benefit of a
      holding corporation or a subsidiary corporation of which a director is a
      director,
  c.
              if
      authorized by ordinary resolution pursuant to Article 12.4, the
      remuneration of the directors.
  Remuneration
and Expenses
  The
remuneration of the Directors as such may from time to time be determined by the
shareholders, unless by ordinary resolution the directors are authorized to
determine their remuneration, such remuneration to be in addition to any salary,
or other remuneration paid to any officer or employee of the Company as such,
who is also director.
  The
Directors shall be repaid such reasonable expenses as they may incur in and
about the business of the Company and if any director shall perform any
professional or other services for the Company that in the opinion of the
directors are outside the ordinary duties of a director or shall otherwise be
specifically occupied in or about the Company’s business, he may be paid a
remuneration to be fixed by the Board, or, at the option of such director, by
the Company in general meeting, and such remuneration may be either in addition
to, or in substitution for, any other remuneration that he may be entitled to
receive, and the same shall be charged as part of the ordinary working
expenses.
  Unless
otherwise determined by ordinary resolution the directors on behalf of the
Company may pay a gratuity or pension or allowance on retirement to any director
who has held any salaried office or place of profit with the Company or to his
spouse or dependants and may make contributions to any fund and pay premiums for
the purchase or provision of any such gratuity, pension or
allowance.
   40
  Borrowing
  Without
limiting the borrowing power of the Company provided by the Corporation Act of
British Columbia, the Directors may from time to time at their discretion
authorize the Company to borrow any sum of money for the purposes of the Company
and may raise or secure the repayment of that sum in such manner and upon such
terms and conditions, in all respects, as they think fit. And in particular, and
without limiting the generality of the foregoing, by the issue of bonds or
debentures, or an mortgage or charge, whether specific or floating, or other
security on the undertaking or the whole or an part of the property of the
Company, both present and future.
   The
directors may authorize the issue of any debentures, bonds or other debt
obligations of the Company at a discount, premium or otherwise, and with special
or other rights or privileges as to redemption, surrender, drawings, allotment
of or conversion into or exchange for shares, attending at general meetings of
the Company of or conversion into or exchange for shares, attending at general
meetings for the Company and otherwise as the directors may determine at or
before the time of issue.
  Qualification
  A person
is not required to hold shares issued by the Company to qualify for election as
a director of the Company. A person is disqualified for election as a Director
if that person:
  a.           is
less than 18 years of age;
  b.           is
  i)
              a
      dependant adult as defined in the Dependant Adults Act or the subject of a
      certificate of incapacity under that
Act.
  ii)           
a formal patient as defined in the Mental Health Act,
  iii)
              the
      subject of an order under The Mentally Incapacitated Persons Act
      appointing a committee of his or her person, estate or both,
      or
  iv)
              a
      person who has been found to be of unsound mind by a court elsewhere than
      in British Columbia;
  c.           is
not an individual; or
  d.           has
the status of bankrupt.
  Description
of Securities
  The
Company is authorized 50,000,000 of Common Shares.
  Common
Shares
  The
Company is authorized to issue 50,000,000 of common shares without nominal or
par value of which, as at October 31, 2007, 16,806,154 shares are issued and
outstanding as fully paid and non-assessable 1,300,000 shares are reserved under
directors’, employees and management stock options (see “Item 6A. Directors,
Senior Management and Employees – Share Ownership – Stock Options”). The holders
of the common shares are entitled to vote at all meetings of shareholders,
except meetings at which only holders of a specified class of shares are
entitled to vote, and on every poll taken at every such meeting, or adjourned
meeting, every holder of Common Shares shall be entitled to one vote in respect
of each Common Share held.
  Annual
and Special General Meetings
  The Board
must call an annual general meeting of Shareholders to be held not later than 15
months after the date of incorporation and subsequently, not later than 13
months after holding the last preceding annual meeting. An annual meeting is to
be held for the purposes of considering the financial statements and auditor’s
report, fixing the number of Directors for the following year, electing
Directors, appointing an auditor and transacting any other business that may
properly be brought before the meeting.
  The Board
may at any time call a special meeting of Shareholders.
  
   41
  Notice
of Meetings
  Notice of
the time and place of a meeting of Shareholders must be sent not less than 21
days before the meeting to each Shareholder entitled to vote at the meeting,
each Director and the auditor of the Company.
  Notice of
a meeting of Shareholders called for the purpose of transacting any business
other than a consideration of the financial statements and auditor’s report,
fixing the number of Directors for the following year, election of Directors and
reappointment of the incumbent auditor must state the nature of the business to
be transacted in sufficient detail to permit a Shareholder to form a reasoned
judgment on that business and must state the text of any special resolution to
be submitted to the meeting.
  Where any
special business includes the presenting, considering, approving, ratifying or
authorizing of the execution of any document, then the portion of the any notice
relating to such document shall be sufficient if the same states that a copy of
the document or proposed document is or will be available for inspection by
shareholders at a place in the Province of British Columbia specified in such
notice during business hours in any specified working day or days prior to the
date of the meeting.
  C.           Material
Contracts
  The
Company has not entered into any material contracts (not made in the ordinary
course of business) in the two years prior to the date of filing of this Form
20F.
  D.          Exchange
Controls
  Canadian
Investment Controls
  There are
no governmental laws, decrees or regulations in Canada relating to restrictions
on the export or import of capital, or affecting the remittance of interest,
dividends or other payments to non-residents.  Dividends paid to US
residents, however, are subject to a 15% withholding tax or a 5% withholding tax
for dividends if the shareholder is a company owning at least 10% of the
outstanding voting shares of the Company pursuant to Article X of the reciprocal
tax treaty between Canada and the US (See “Item 10 - Additional Information -
Taxation”).
  Except as
provided in the Investment Canada Act (the “ICA”), which has provisions that
restrict the holding of voting shares by non-Canadians, there are no limitations
specific to the rights of non-Canadians to hold or vote the common shares under
the laws of Canada or the Province of British Columbia, or in the charter
documents of the Company or its subsidiaries.
  The ICA
requires a person who is not a Canadian resident (a “non-Canadian”) making an
investment, which would result in the establishment of a new Canadian business
or which would result in the acquisition of control of a Canadian business (i.e.
the gross value of the assets of which exceed a certain monetary threshold), to
identify, notify, or file an application for review with the Investment Review
Division of Industry Canada (“IRD”).  The notification procedure involves a
brief statement of information about the investment on a prescribed form to be
filed with the IRD by the investor within 30 days following implementation of
the investment.  Specific investments are subject to review under the ICA.
 It is intention of the IRD that investments requiring only notification
will proceed without government intervention unless the investment is in a
specific type of business activity related to Canada's cultural heritage and
national identity.
  If an
investment is reviewable under the ICA, an application for review in the form
prescribed is normally required to be filed with the IRD prior to the investment
taking place and the investment may not be implemented until the review has been
completed and the Minister of Industry (“Minister”) (the Minister responsible
for Investment Canada) is satisfied that the investment is likely to be of net
benefit to Canada.  The Minister has up to 75 days to make this
determination.  If the Minister is not satisfied that the investment is
likely to be of net benefit to Canada, the non-Canadian must not implement the
investment or, if the investment has been implemented, may be required to divest
himself of control of the business that is the subject of the
investment.
  In 1999,
some of the powers, duties and functions of the Minister were transferred to the
Minister of Canadian Heritage under Parts II to VI of the ICA as they relate to
the prescribed business activities enumerated under paragraph 15(a) of the ICA,
namely those that relate to Canada's “cultural heritage or national identity”
(“Cultural Activities”) Cultural Activities include, among other things, the
distribution or sale of books, magazines, film and video recordings and music
recordings.  As a result, an application for review must be submitted to
the Cultural Sector Review Division of the Department of Canadian Heritage (the
“CSRD”) in respect of the acquisition of control of a Canadian business engaged
in a Cultural Activity that exceeds the prescribed lower monetary threshold
applicable to the acquisition of such Canadian businesses.
  
   42
  The
Minister of Canadian Heritage's review, similar to the Minister's review, is
based on the statutory threshold of net benefit to Canada.  CSRD is guided
by certain policy statements regarding investments by non-Canadians in Canadian
businesses engaged in certain Cultural Activities.  CSRD's policy
statements address certain Cultural Activities at the production/publication,
distribution and/or exhibition levels.
  The
following investments by non-Canadians are subject to notification under
ICA:
  1.           An
investment to establish a new Canadian business; and
 
 2.           An
investment to acquire control of a Canadian business that is not reviewable
pursuant to the ICA.
 The
following investments by non-Canadians are subject to review under the
ICA:
  1.
              An
      investment is reviewable if there is an acquisition of control of a
      Canadian business and the asset value of the Canadian business being
      acquired equals or exceeds the following
  thresholds:
 
 a.
              For
      non-World Trade Organization (“WTO”) investors, the threshold is $5
      million for a direct acquisition and $50 million for an indirect
      acquisition; the $5 million threshold will apply however for an indirect
      acquisition if the asset value of the Canadian business being acquired
      exceeds 50% of the asset value of the global
  transaction;
 b.
              Except
      as specified in paragraph (c) below, a threshold is calculated annually
      for reviewable direct acquisitions by or from WTO investors.  The
      threshold for 2007 is $281 million.  Pursuant to Canada's
      international commitments, indirect acquisitions by or from WTO investors
      are not reviewable;
 
 c.
              The
      limits set out in paragraph (a) apply to all investors for acquisitions of
      a Canadian business that:
 i   engages
      in the production of uranium and owns an interest in a producing uranium
      property in Canada;
 ii.  provides
any financial service;
 iii.
provides any transportation services; or
 iv. is a cultural business.
  2.
              Notwithstanding
      the above, any investment which is usually only notifiable, including the
      establishment of a new Canadian business, and which falls within a
      specific business activity, including the publication and distribution of
      books, magazines, newspapers, film or video recordings, audio or video
      music recordings, or music in print or machine-readable form may be
      reviewed if an Order-in-Council directing a review is made and a notice is
      sent to the Investor within 21 days following the receipt of a certified
      complete notification.
  With
reference to 1 (a) above, generally speaking, an acquisition is direct if it
involves the acquisition of control of the Canadian business or of its direct or
indirect Canadian parent and an acquisition is indirect if it involves the
acquisition of control of a non-Canadian direct or indirect parent of an entity
carrying on the Canadian business.  No change of voting control will be
deemed to have occurred if an investor acquires less than one-third of the
voting control of a Canadian company.
  With
reference to 1(a) above, a WTO investor, as defined in the ICA, includes an
individual who is a national of a member country of the WTO or who has the right
of permanent residence in relation that WTO member, a government or government
agency of a WTO member, a WTO investor-controlled entity, a company, a limited
partnership, trust or other specified business organizations that is neither
WTO-investor controlled or Canadian controlled of which two-thirds of its board
of directors, general partners or trustees, as the case may be, are any
combination of Canadians and WTO investors.
   43
  The ICA
exempts certain transactions from notification and review, including, among
others,
  1.
              An
      acquisition of voting shares if the acquisition were made in the ordinary
      course of that persons' business as a trader or dealer in
      securities;
 2.
              An
      acquisition of control of the company in connection with the realization
      of a security interest granted for a loan or other financial assistance
      and not for any purpose related to the provisions of the
    ICA;
 3.
              The
      acquisition of voting interests by any person in the ordinary course of a
      business carried on by that person that consists of providing, in Canada,
      venture capital on terms and conditions not inconsistent with such terms
      and conditions as may be fixed by the Minister;
  and
 4.
              Acquisition
      of control of the company by reason of an amalgamation, merger,
      consolidation or corporate reorganization, following which the ultimate
      direct or indirect control in fact of the company, through the ownership
      of voting interests, remains
unchanged.
 
  E.          Taxation
 
 The
following is a summary of the principal Canadian federal income tax
considerations under theIncome Tax Act (Canada) and the regulations thereunder (collectively, the
“Tax Act”, or “ITA”), generally applicable in respect of the holding and
disposition of common shares.  The income tax consequences to any
particular holder of common shares will vary according to the particular
circumstances of each holder, including without limitation, the status of that
holder as an individual, trust, company or member of a partnership, the
jurisdiction in which that holder is subject to taxation and the place where
that holder is resident.
  This
summary is based upon the Company's understanding of current provisions of the
Tax Act and the Canada-United States Tax Convention (1980) (the “Tax
Convention”) as at the date of this Form 20-F, of all specific proposals to
amend the Tax Act publicly announced prior to the date hereof and of the current
published administrative and assessing practices of the Canada Revenue Agency
(the “CRA”).  Other than such proposed amendments, this summary does not
take into account or anticipate changes in the law, whether by way of judicial
decision or legislative action, nor any changes in the administrative or
assessing practices of the CRA.  There is no assurance that any specific
proposals to amend the Tax Act will be enacted as proposed or at all.  This
summary does not take into account, or anticipate any provincial, territorial or
foreign tax legislation or other considerations, which may differ from those
consideration described herein.
  This
summary is applicable only to holders of common shares who, for the purposes of
the Tax Act and the Tax Convention, are resident in the US, have never been
resident in or deemed to be resident in Canada at any time while they have held
common shares, deal at arm's length with and are not affiliated with, the
Company, hold their common shares as capital property, do not carry on and are
not deemed to carry on an insurance business in Canada, and will not use or hold
or be deemed to use or hold the common shares in the course of carrying on
business in Canada.  Common shares will generally be considered to capital
property for purposes of the Tax Act unless they are held in the course of
carrying on a business of trading or dealing in securities or acquired in a
transaction, which may be considered to be an adventure in the nature of the
trade.  Special rules, which are not discussed in this summary, may apply
to a US holder that is a company that carries on business in Canada and
elsewhere.
  This
summary is of a general nature only and is not exhaustive of all Canadian
federal income tax considerations and is not intended to be, nor should it be
construed to be, legal or tax advice to any holder of common shares.  No
opinion, with respect to taxation matters, was requested by the Company or
provided by its auditors or legal counsel.  Each holder should consult his
own tax advisor with respect to the income tax consequences applicable to him in
his own particular circumstances.
  Disposition of
Common Shares
  A
non-resident of Canada will not be subject to tax under the Tax Act in respect
of a capital gain realized upon the disposition or deemed disposition of a
common share of the Company unless it constitutes “taxable Canadian property”
under the Tax Act and the holder is not entitled to relief under the Tax
Convention.  Such common shares will generally not be taxable Canadian
property provided the holder thereof does not use or hold and is not deemed to
use or hold such shares in connection with carrying on a business in Canada;
such shares are not “designated insurance property” of the holder within the
meaning of the Tax Act; that if the shares listed on a prescribed stock exchange
under the Tax Act, the holder has not, either alone or in combination with
persons with whom the holder does not deal at arm's length, owned or had the
right to acquire 25% or more of the issued shares of any class or series of
shares in the Company within 60 months preceding the date of disposition; such
holder has not elected to treat such shares as taxable Canadian property upon
ceasing to be a resident in Canada; and such shares were not acquired in a tax
deferred exchange for property that was itself taxable Canadian
property.
  In the
case of a non-resident holder to whom shares of the Company represent taxable
Canadian property and who is resident in the US, relief from Canadian taxation
may not be available under the Tax Convention in certain cases, including,
without limitation, where the value of such shares is derived principally from
real property situated in Canada.  Mineral exploration rights are generally
considered to be real property for this purpose. Shareholders should consult
with their tax advisors as to whether they will be afforded relief under the Tax
Convention.
 44
  If common
shares of the Company constitute taxable Canadian property and a holder is not
afforded relief under the Tax Convention, a capital gain (or capital loss) will
generally be realized to the extent that the proceeds of disposition received or
deemed to be received exceed (or are less than) the aggregate adjusted cost base
of such shares, net of any reasonable costs of disposition or deemed
disposition.  One-half of any such capital gain (“taxable capital gain”)
will be required to be included in income in the year of the disposition.
 One half of the amount of any capital loss (“allowable capital loss”) may
be deductible against certain taxable capital gains realized in that year in
accordance with the provisions of the Tax Act.  Allowable capital losses
for a taxation year in excess of taxable capital gains for that year may
otherwise be available for deduction in other taxation years in accordance with
the provisions of the Tax Act.
  However,
special rules apply if a non-resident of Canada or certain designated
partnerships dispose of common shares of the Company to another company resident
in Canada with which the non-resident does not deal or is deemed not to deal at
arm's length and, immediately after the disposition, the Company is “connected”
with the purchaser company within the meaning of the Tax Act.  Each holder
should consult with their own tax advisor with respect to the income tax
consequences of any such disposition applicable to them, in their own particular
circumstances.
  Dividends
  In the
case of any dividends paid or credited or deemed to be paid or credited to
non-residents, the non-resident will be subject to tax on the gross amount of
such dividends.  In the absence of relief under the Tax Convention, the
Company will be required to withhold there from on account of tax, 25% of the
amount of such dividend, and remit same to the Receiver General of Canada, and
the net amount of the dividend will be paid to the non-resident holder.  In
certain cases Article X of the Tax Convention reduces the rate of tax on
dividends paid to residents of the US to 15% of the gross dividend (or 5% in the
case of dividends paid to certain corporate shareholders that beneficially own
at least 10% of the Company's voting shares).  Stock dividends received by
non-residents from the Company are taxable in Canada as ordinary
dividends.
  Dispositions
of common shares to the Company will generally result in a deemed dividend to
the holder equal to the amount by which the consideration paid or deemed to be
paid by the Company exceeds the paid-up capital of such shares.  The amount
of such deemed dividend would be subject to withholding tax as described
above.
  US
Federal Income Tax Consequences
  The
following is a discussion of possible US Federal income tax consequences, under
US law, generally applicable to a US Holder (as defined below) of common shares
of the Company.  This discussion does not address consequences peculiar to
persons subject to special provisions of US Federal income tax law, such as
those described below as excluded from the definition of a US Holder.  In
addition, this discussion does not cover any alternative minimum, US state and
local or foreign tax consequences.
  The
following discussion is based upon the Internal Revenue Code of 1986, as amended
(the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”)
rulings, published administrative positions of the IRS, and court decisions that
are currently applicable, any of which could be materially and adversely
changed, possibly on a retroactive basis, at any time.  In addition, the
discussion does not consider the potential effects, both adverse and beneficial,
of recently proposed legislation that, if enacted, could be applied, possibly on
a retroactive basis, at any time.
  Circular
230 Disclosure
  Any
tax statement made herein regarding any US federal tax is not intended or
written to be used, and cannot be used, by any taxpayer for purposes of avoiding
any penalties.  Any such statement herein is written in connection with the
marketing or promotion of the transaction to which the statement relates.
 Each taxpayer should seek advice based on the taxpayer's particular
circumstances from an independent tax advisor.
   45
  As used
herein, a US Holder includes a holder of common shares who is a citizen or
individual resident (as defined under US tax laws) of the United States; a
company created or organized in or under the laws of the US or of any political
subdivision thereof; an estate the income of which is taxable in the US
irrespective of source; or a trust if (a) a court within the US is able to
exercise primary supervision over the trust's administration and one or more US
persons have the authority to control all of its substantial decisions or (b)
the trust was in existence on August 20, 1996 and has properly elected to
continue to be treated as a US person.  This summary does not address the
US tax consequences to, and US Holders do not include, persons subject to
specific provisions of federal income tax law, including, but not limited to,
tax-exempt organizations, qualified retirement plans, individual retirement
accounts and other tax-deferred accounts, financial institutions, insurance
companies, real estate investment trusts, regulated investment companies,
broker-dealers, non-resident alien individuals, persons or entities that have a
“functional currency” other than the US dollar, persons who hold common shares
as part of a straddle, hedging or a conversion transaction, and persons who
acquire their common shares as compensation for services.  This summary is
limited to US Holders who own common shares as capital assets and who hold the
common shares directly and not through an intermediary entity.
  Distributions
on Common Shares of the Company
  Subject
to the discussion below regarding “passive foreign investment companies”
(“PFICs”), US Holders receiving dividend distributions (including constructive
dividends) with respect to common shares of the Company are required to include
in gross income (for US Federal income tax purposes) the gross amount of such
distributions, to the extent that the Company has current or accumulated
earnings and profits, as determined under US Federal tax principals.  This
inclusion is done without reduction for any Canadian income tax withheld from
such distributions.
  Any
Canadian tax withheld generally may be credited (subject to certain limitations)
against the US Holder's US Federal taxable income.  (See more detailed
discussion at “Foreign Tax Credits” below.)  To the extent that
distributions exceed current or accumulated earnings and profits of the Company,
they will be treated first as a return of capital up to the US Holder's adjusted
basis in the common shares and thereafter as a gain from the sale or exchange of
the common shares.  Dividends received by non-corporate US Holders may be
subject to US federal income tax at lower rates (generally 15%) than other types
of ordinary income in taxable years beginning before 2011 if certain conditions
are met.  These conditions include the Company not being classified as a
PFIC, it being a qualified foreign company, the US Holder's satisfaction of a
holding period requirement, and the US Holder not treating the distribution as
“investment income” for purposes of the investment interest deduction rules.
 In the case of US Holders that are companies, such dividends generally
will not be eligible for the dividends received deduction.
  Foreign
Tax Credit
  A US
Holder who pays (or has withheld from distributions) Canadian income tax with
respect to the common shares of the Company may be entitled, at the option of
the US Holder, to either a deduction or a tax credit for such foreign tax paid
or withheld, at the option of the US Holder.  Generally, it will be more
advantageous to claim a credit because a credit reduces US Federal income taxes
on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's
income subject to tax.
  This
election is made on a year-by-year basis, and applies to all foreign income
taxes (or taxes in lieu of income tax) paid by (or withheld from) the US Holder
during the year.  There are significant and complex limitations which apply
to the credit, among which is the general limitation that the credit cannot
exceed the proportionate share of the US Holder's US income tax liability that
the US Holder's foreign source income bears to his/her or its worldwide taxable
income.
  In the
determination of the application of this limitation, various items of income and
deduction must be classified into foreign and domestic sources.  Complex
rules govern this classification process.
   46
  In
addition, this limitation is calculated separately with respect to specific
classes or “baskets” of income; foreign taxes assigned to a particular class of
income generally cannot offset United States tax on income assigned to another
class.  For tax years beginning after 2006, there are two classes of
income, “passive category income” and “general category income” for United
States foreign tax credit purposes.  For tax years of US Holders beginning
after October 22, 2004, unused foreign tax can generally be carried back one
year and forward ten years.
  The
availability of the foreign tax credit and the application of the limitations
with respect to the foreign tax credit are fact specific, and US Holders should
consult their own tax advisors regarding the foreign tax credit
rules.
  Currency
Fluctuations
  For
United States federal income tax purposes, the amount received by a US Holder as
payment with respect to a distribution on, or disposition of, common shares, if
paid in Canadian dollars, will be the US dollar value of the payment, regardless
of whether the payment is later converted into US dollars.  In such case,
the US Holders may recognize additional ordinary income or loss as a result of
currency fluctuations between the date on which the payment is made and the date
the payment is converted into US dollars.
  Disposition
of Common Shares of the Company
  Subject
to the PFIC discussion below, a US Holder will recognize gain or loss upon the
sale of commons shares of the Company equal to the difference, if any, between
the amount of cash plus the fair market value of any property received, and the
US Holder's tax basis in the common shares of Company.
  This gain
or loss will be capital gain or loss if the common shares are a capital asset in
the hands of the US Holder, which will be a short-term or long-term capital gain
or loss depending upon the holding period of the US Holder.  Under present
law, a non-corporate US Holder generally is eligible for a maximum 15% US
Federal income tax rate, subject to the PFIC discussion below, for net long-term
(held more than one year) capital gains.  Gains and losses are netted and
combined according to special rules in arriving at the overall capital gain or
loss for a particular tax year.  Deductions for net capital losses are
subject to significant limitations.
  US
Anti-Deferral Regimes - Passive Foreign Investment Company (“PFIC”)
Regime
  The PFIC
rules may apply to US Holders if the Company, or an entity directly or
indirectly owned by the Company (“Related Entity”), derives 75% or more of its
gross income from certain types of “passive income” (generally, interest,
dividends, rents, royalties and the like), or if the average value during a
taxable year of the Company or the Related Entity's “passive assets” (generally,
assets that generate passive income) is 50% or more of the average value of all
assets held by the Company or the Related Entity.  If the Company or a
Related Entity is classified as a PFIC, a US Holder will be subject to increased
tax liability in respect of gain recognized on the disposition of common shares
or upon the receipt of certain distributions, unless the US Holder makes an
election to be taxed currently on his, her or its pro rata portion of the
Company's income and gain, whether or not such income or gain is distributed in
the form of dividends or otherwise, and the Company provides certain annual
statements which include the information necessary to determine inclusions and
assure compliance with the PFIC rules.  As another alternative to the
foregoing rules, a US Holder may make a mark-to-market election to include in
income each year as ordinary income an amount equal to the increase in value of
the Common shares for that year or to claim a deduction for any decrease in
value (but only to the extent of previous mark-to-market gains).
  Neither
the Company nor any Related Entity can give any assurance as to its status as a
PFIC for the current or any future year, and offers no opinion or representation
of any kind with respect to the PFIC status of the Company or any Related
Entity.  US Holders should
consult their own tax advisors with respect to the PFIC issue and its
applicability to their particular tax situation.
  F.          Dividends
and Paying Agents
 
 This item
is not applicable.
  G.          Statement
by Experts
 
 This item
is not applicable.
   47
  H.           Documents
on Display
 
 Documents
concerning the Company which are referred to in this Form 20-F may be inspected
upon written request to the Corporate Administrator of the Company as
follows:
 
 World
Ventures Inc.
 102 Piper
Crescent
 Nanaimo,
BC, Canada
 V9T
3G3
  The
Company is subject to the information requirements of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and, to the
extent required of Canadian companies, files periodic reports and other
information with the SEC.  All such reports and information may be read and
copied at the public reference facilities listed below.  The Company
intends to provide its shareholders reports containing audited year-end
financial statements and a report thereon from its independent chartered
accountants and quarterly reports for the first three quarters of each fiscal
year containing unaudited interim financial information.
  Statements
made in this Form 20-F about the contents of contracts or other documents are
not necessarily complete and the Company refers you to the copy of such
contracts or other documents filed as exhibits to this Form 20-F.
  The
Company's SEC filings, and the exhibits thereto, are available for inspection
and copying at the public reference facilities maintained by the Securities and
Exchange Commission at 100 F Street N.E., Washington, D.C., 20549.  Copies
of these filings may be obtained from these offices after the payment of
prescribed fees.  Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the public reference rooms. These
filings are also available on the Securities and Exchange Commission's website
at www.sec.gov.ca
 
 The
Company is required to file reports and other information with Canadian
provincial securities commissions. Interested parties are invited to read and
copy any reports, statements or other information, other than confidential
filings, that the Company with provincial securities commissions. These filings
are also available electronically from the Canadian System for Electronic
Document Analysis and Retrieval (“SEDAR”) (http://www.sedar.com),
the Canadian equivalent of the SEC's electronic document gathering and retrieval
system. The Company will provide its shareholders with proxy statements prepared
according to Canadian law.  As a Canadian company, the Company is exempt
from the Exchange Act rules prescribing the furnishing and content of proxy
statements to shareholders and is also exempt from the short-swing profit
recovery and disclosure regime of Section 16 of the Exchange Act. Copies of
proxy statements may be obtained by providing requests to us at the following
address: World Ventures Inc. 102 Piper Crescent, Nanaimo, BC, Canada, V9T
3G3.
  I.          Subsidiary
Information
 
 This item
is not applicable.
  ITEM
11                      QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 The
Company has not entered into any activities in derivative financial instruments
or derivative commodity instruments. The Company's financial assets are in the
form of cash and cash equivalents held at institutions with high credit quality
ratings.
  As a
Canadian Company, World Ventures Inc.'s cash balances are kept primarily in
Canadian funds, revenues are negotiated in Canadian dollars and expenses are
predominately in Canadian dollars. The Company does have limited exposure to
foreign exchange risk, but this is restricted to payment of current trade
accounts payable in US Dollars where most of the Company's cash assets are
denominated in Canadian Dollars. Therefore, the Company believes it is exposed
to only minimal exchange rate risk. The Company considers the amount of risk to
be manageable and does not currently, nor is likely in the foreseeable future,
conduct hedging to reduce its exchange rate risk.
   48
  ITEM
12                      DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES
  This item
is not applicable.
 
 ITEM
13                      DEFAULTS,
DIVIDEND ARREARAGES AND DELINQUENCIES
 
 There
have been no defaults in the payment of principal, interest or a sinking or
purchase fund installment or any other material default related to indebtedness.
 There are no dividend arrearages or any other delinquencies with respect
to any class of preferred stock.
  ITEM 14
              MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITYHOLDERS AND USE OF
      PROCEEDS
 
 There has
been no modification of the instruments defining the rights of holders of any
class of the Company's registered securities.  There has been no
modification or qualification of the rights evidenced by any class of the
Company's registered securities by issuing or modifying any other class of
securities.  There are no assets securing any class of the Company's
registered securities.  There has been no change in the last financial year
to the trustee of the Company's registered securities.
  ITEM
15                      CONTROLS
AND PROCEDURES
 
 Disclosure
Controls and Procedures
  A
Disclosure Committee of World Ventures Inc. was appointed by the Board of
Directors in 2006 to oversee the Company's disclosure activities and to assist
the Board of Directors in fulfilling its responsibilities in this respect. The
purpose of the Committee is to ensure that the Company implements and maintains
internal procedures for the timely collection, evaluation and disclosure, as
appropriate, of information potentially subject to public disclosure under the
legal, regulatory and stock exchange requirements to which the Company is
subject.
  The
Committee's responsibilities include the following:
  ·
              review
      material developments and advise on the Company's disclosure obligations
      on a timely basis;
  ·
              advise
      on and discuss the timely review, publication and filing of periodic and
      current reports with the various parties involved, including the Chief
      Executive Officer and the Chief Financial Officer, and review that these
      reports do not contain an untrue statement of a material fact or omit to
      state a material fact required to be stated therein or necessary to make
      the statements therein not
misleading;
 
 ·
              periodically
      review past disclosures contained in public filings and other public
      information and advise whether any updates or corrections are appropriate;
      and
  ·
              evaluate
      and advise on the effectiveness of the Company's internal and disclosure
      controls and procedures, including the steps that it deems necessary or
      desirable to effect compliance with those
  procedures.
  There are
inherent limitations as to the effectiveness of any system of disclosure
controls and procedures, including the possibility of human error and
circumvention or overriding of the controls or procedures. It should also be
noted that the Company's internal controls and procedures will not prevent or
detect all errors and fraud. A control system, no matter how well conceived or
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Accordingly, even effective disclosure
controls and procedures can only provide reasonable assurance of achieving their
control objectives. Consequently, management applies its judgment in evaluating
the cost-benefit relationship of possible controls and procedures.
  Internal
Disclosure Controls and Procedures
  The
Company has evaluated the effectiveness of our disclosure controls and
procedures and has concluded that they are effective to provide assurance
that material information relating to the Company and its consolidated
subsidiaries is made known to management and disclosed in accordance with
applicable securities regulations.
    49
  
 Changes
in Internal Control Over Financial Reporting
  There
were no changes in the Company's internal controls over financial reporting or
in other factors that could significantly affect these controls during the year
ended October 31, 2007, or subsequent to the evaluation date identified in
connection with the evaluation thereof by the Company's management including the
Chief Executive Officer and Acting Chief Financial Officer, that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
 
 ITEM
16                      RESERVED
BY THE SEC
 
 ITEM
16A                      AUDIT
COMMITTEE FINANCIAL EXPERT
 
 The Board
of Directors of World Ventures Inc. does not have an “audit committee financial
expert”, as defined in Item 16A of Form 20-F and as defined by rules of the
AMEX.
  ITEM
16B                      CODE
OF CONDUCT
 
 The
Company has not yet adopted a written “code of ethics” that meets the new United
States' Sarbanes-Oxley standards. The Board believes that its existing standards
and procedures are adequate for its purposes.  The Company believes that
its management structure and corporate culture effectively deter wrongdoing and
promote honest and ethical conduct, full, fair and accurate, timely, and
understandable disclosure in reports and documents, compliance with applicable
governmental laws, rules and regulations, prompt internal reporting of unethical
conduct and accountability for adherence to the conduct standards. The Company
has a small number of employees and most of its officers are also directors,
thus eliminating any split between the Company’s management and the directors
who are responsible to safeguard shareholder interests.  As a result, the
Company believes that the activities of the Company’s officers, employees and
other agents can be easily monitored by its directors, thus eliminating the need
for a formal written code of ethics.
 
 ITEM
16C                      PRINCIPAL
ACCOUNTANT FEES AND SERVICES
 
 The
following table sets forth, for each of the years indicated, the fees billed by
World Ventures Inc.'s independent public accountants, and the percentage of the
services that were approved by the Audit Committee.
  Year Ended October 312007
                  
                  
                  2006Audit
      Fees
                  
                  $
                  24,500
                  
                  
                  $
                  15,000Audit-related
      Fees
                  
                  
                  0
                  
                  
                  
                  3,500Tax
      Fees
                  
                  
                  -
                  
                  
                  
                  -All
      Other Fees
                  
                  
                  -
                  
                  
                  
                  -Total
                  
                  $
                  24,500
                  
                  
                  $
                  18,500
  Pre-Approval
Policies and Procedures
  The Board
of Directors has delegated certain responsibilities to the Audit Committee.
 The Audit Committee adopted an Audit Committee Charter that outlines its
responsibilities including the pre-approval of audit and non-audit services
rendered by the Company's independent public accountants.  No issue
regarding these services has arisen in the last two fiscal
years.
    50
  ITEM
16D                      EXEMPTIONS
FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE
 
 This item
is not applicable.
  ITEM
16E                      PURCHASES
OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
  Neither
the Company, nor any affiliated purchaser of the Company, has purchased any of
the Company's securities during 2007.
  ITEM
17.                        FINANCIAL
STATEMENTS
  PagesManagement’s Report on Internal Control Over Financial
      Reporting
                53Report of Independent Registered Public Accounting
      Firm
                54Consolidated Balance Sheets for years ended October 31, 2007
      and 2006
                55Consolidated Statements of Operations and Deficit for Three
      Years Ended October 31, 2007, 2006 and 2005
                56Consolidate Statements Cash Flows for Three Years Ended October
      31, 2007, 2006 and 2005
                57Notes to Consolidated Financial
    Statements
                58-73
 
 ITEM
18.                       CONSOLIDATED
FINANCIAL STATEMENTS AND EXHIBITS
 
 This item
is not applicable
 
 ITEM
19.                      EXHIBITS
 
 EXHIBIT
NO.
 
 12.1
              Certification
      of Principal Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
  12.2
              Certification
      of Principal Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
  13.1
              Certification
      of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
  13.2
              Certification
      of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
 
 
 
  51
  
 
 
 
 WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 
 Consolidated
Financial Statements
 October
31, 2007 and 2006
 
  
 
 
 Index
                PageManagement’s Responsibility for Financial
      Reporting
                53Report of Independent Registered Public Accounting
      Firm
                54Consolidated Financial StatementsConsolidated Balance Sheets
                55Consolidated Statements of Operations and
      Deficit
                56Consolidated Statements of Cash Flows
                57Notes to Consolidated Financial
    Statements
                58-73
 
 
  52
  MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL
REPORTING
 
 The
accompanying consolidated financial statements have been prepared by management
and are in accordance with Canadian generally accepted accounting
principles.  Other information contained in this document has also
been prepared by management and is consistent with the data contained in the
consolidated financial statements. A system of internal controls is maintained
by management to provide reasonable assurance that assets are safeguarded and
financial information is accurate and reliable.
 
 The board
of directors approves the financial statements and ensures that management
discharges its financial responsibilities.  The board’s review is
accomplished principally through the audit committee.
 
 The
consolidated financial statements have been audited by Smythe Ratcliffe LLP,
Chartered Accountants, on behalf of the shareholders and their report
follows.
 
 /s/
Stewart A.
Jackson                                                                      /s/
Gary Van Norman
 ...............................................                                                      
........................................
 Stewart
A.
Jackson                                                                           Gary
Van Norman
 President
and Chief Executive
Officer                                         Vice
President and Chief Financial Officer
 
 Vancouver,
British Columbia
 March 17,
2008
 
 
 
 
 
 
 
 
 
 
 
  53
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 
 TO
THE SHAREHOLDERS OF WORLD VENTURES INC. (AN EXPLORATION STAGE
COMPANY)
 
 We have
audited the consolidated balance sheets of World Ventures Inc. (an Exploration
Stage Company) as at October 31, 2007 and 2006 and the consolidated
statements of operations and deficit and cash flows for the years ended
October 31, 2007, 2006 and 2005.  These financial statements are
the responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements based on our
audits.
 
 We
conducted our audits in accordance with auditing standards generally accepted in
Canada and the standards of the Public Company Accounting Oversight Board
(United States of America).  Those standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.
 
 In our
opinion, these consolidated financial statements present fairly, in all material
respects, the financial position of the Company as at October 31, 2007 and 2006
and the results of its operations and its cash flows for the years ended
October 31, 2007, 2006 and 2005 in accordance with Canadian generally
accepted accounting principles.
 
 
 “Smythe
Ratcliffe LLP” (signed)
 
 Chartered
Accountants
 
 Vancouver,
Canada
 March 17,
2008
 
 COMMENTS BY AUDITORS FOR U.S.
READERS
 ON
CANADA – UNITED STATES OF AMERICA REPORTING DIFFERENCES
 
 In the
United States of America, reporting standards of the Public Company Accounting
Oversight Board for auditors requires the addition of an explanatory paragraph
(following the opinion paragraph) when the financial statements are affected by
matters such as that described in note 2 to the consolidated financial
statements.  Our report to the shareholders dated March 17, 2008 is
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
properly accounted for and adequately disclosed in the financial
statements.
 
 
 “Smythe
Ratcliffe LLP” (signed)
 
 Chartered
Accountants
 
 Vancouver,
Canada
 March 17,
2008
 
 
 54
 PKF
International
 WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Consolidated Balance Sheets
 October
31
 
 2007
                    
                    
                    2006Assets (note 3)CurrentCash
                    
                    $
                    126,338
                    
                    
                    $
                    17,103Accounts
      receivable
                    
                    
                    5,234
                    
                    
                    
                    2,685131,572
                    
                    
                    
                    19,788Equipment(note
      6)
                    
                    
                    1,026
                    
                    
                    
                    1,282Resource Properties(note 7)
                    
                    
                    432,010
                    
                    
                    
                    324,719$
                    564,608
                    
                    
                    $
                    345,789LiabilitiesCurrentAccounts
      payable and accrued liabilities (note 8)
                    
                    $
                    272,333
                    
                    
                    $
                    274,511Shareholders’
      EquityCapital Stock(note
      9(b))
                    
                    
                    7,975,093
                    
                    
                    
                    7,605,093Contributed Surplus
      (note 9(f))
                    
                    
                    494,523
                    
                    
                    
                    323,053Deficit
                    
                    
                    (8,177,341
                    )
                    
                    
                    (7,856,868
                    )292,275
                    
                    
                    
                    71,278$
                    564,608
                    
                    
                    $
                    345,789
 
 Going-Concern
(note 2)
 Subsequent
Events (note 13)
 
 Approved
on behalf of the Board:
 
 /s/
Stewart A. Jackson
 ........................................................................................  Director
 Stewart
A. Jackson
 
 /s/
Gary Van Norman
 ........................................................................................  Director
 Gary Van
Norman
 
 
  See notes
to consolidated financial statements.
 55
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Consolidated Statements of Operations and Deficit
 Years
Ended October 31
 
 2007
                  
                  
                  2006
                  
                  
                  2005ExpensesStock-based
      compensation
                  
                  $
                  171,470
                  
                  
                  $
                  0
                  
                  
                  $
                  289,341Accounting
      and administration
                  
                  
                  47,323
                  
                  
                  
                  28,403
                  
                  
                  
                  12,356Travel
      and promotion
                  
                  
                  25,547
                  
                  
                  
                  45,252
                  
                  
                  
                  97,587Office
      and sundry
                  
                  
                  21,882
                  
                  
                  
                  7,513
                  
                  
                  
                  11,148Professional
      fees
                  
                  
                  19,973
                  
                  
                  
                  37,436
                  
                  
                  
                  15,768Rent
                  
                  
                  12,000
                  
                  
                  
                  12,000
                  
                  
                  
                  12,000Transfer
      agent fees, filing fees and printing
                  
                  
                  7,814
                  
                  
                  
                  8,653
                  
                  
                  
                  15,922Interest
      and bank charges
                  
                  
                  5,668
                  
                  
                  
                  8,025
                  
                  
                  
                  6,505Consulting
      and management fees
                  
                  
                  4,500
                  
                  
                  
                  2,000
                  
                  
                  
                  13,444Telephone
      and fax
                  
                  
                  3,627
                  
                  
                  
                  2,465
                  
                  
                  
                  2,219Vehicle
      and fuel
                  
                  
                  413
                  
                  
                  
                  253
                  
                  
                  
                  561Expense
      recoveries
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  (9,406
                  )Amortization
                  
                  
                  256
                  
                  
                  
                  320
                  
                  
                  
                  524Net
      Loss and Comprehensive Loss for the Year
                  
                  
                  (320,473
                  )
                  
                  
                  (152,320
                  )
                  
                  
                  (467,969
                  )Deficit,
      Beginning of Year
                  
                  
                  (7,856,868
                  )
                  
                  
                  (7,704,548
                  )
                  
                  
                  (7,236,579
                  )Deficit,
      End of Year
                  
                  $
                  (8,177,341
                  )
                  
                  $
                  (7,856,868
                  )
                  
                  $
                  (7,704,548
                  )Loss per
      Share
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.04
                  )Weighted
      Average Number of Common Shares Outstanding
                  
                  
                  15,992,182
                  
                  
                  
                  14,616,609
                  
                  
                  
                  12,857,086
  
     See notes
to consolidated financial statements.
 56
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Consolidated Statements of Cash Flows
 Years
Ended October 31
 
 2007
                  
                  
                  2006
                  
                  
                  2005Operating
      ActivitiesNet
      loss
                  
                  $
                  (320,473
                  )
                  
                  $
                  (152,320
                  )
                  
                  $
                  (467,969
                  )Items
      not involving cashStock-based
      compensation
                  
                  
                  171,470
                  
                  
                  
                  0
                  
                  
                  
                  289,341Write-down
      of equipment
                  
                  
                  0
                  
                  
                  
                  492
                  
                  
                  
                  0Amortization
                  
                  
                  256
                  
                  
                  
                  320
                  
                  
                  
                  524(148,747
                  )
                  
                  
                  (151,508
                  )
                  
                  
                  (178,104
                  )Changes
      in non-cash working capitalAccounts
      receivable
                  
                  
                  (2,549
                  )
                  
                  
                  1,655
                  
                  
                  
                  (797
                  )Accounts
      payable and accrued liabilities
                  
                  
                  34,918
                  
                  
                  
                  (27,021
                  )
                  
                  
                  275,953Cash
      Provided by (Used in) Operating Activities
                  
                  
                  (116,378
                  )
                  
                  
                  (176,874
                  )
                  
                  
                  97,052Investing
      ActivityExpenditures
      on resource properties, net of recoveries
                  
                  
                  (107,291
                  )
                  
                  
                  (60,414
                  )
                  
                  
                  (108,328
                  )Financing
      ActivityProceeds
      from private placements
                  
                  
                  332,904
                  
                  
                  
                  250,000
                  
                  
                  
                  0Inflow
      (Outflow) of Cash
                  
                  
                  109,235
                  
                  
                  
                  12,712
                  
                  
                  
                  (11,276
                  )Cash,
      Beginning of Year
                  
                  
                  17,103
                  
                  
                  
                  4,391
                  
                  
                  
                  15,667Cash,
      End of Year
                  
                  $
                  126,338
                  
                  
                  $
                  17,103
                  
                  
                  $
                  4,391Supplemental
      Information for Investing andFinancing
      ActivitiesWarrants/options
      exercised as settlement of debt
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  225,000Shares
      issued for settlement of debt
                  
                  $
                  37,096
                  
                  
                  $
                  67,720
                  
                  
                  $
                  0Supplemental
      Cash Flow InformationInterest
      paid
                  
                  $
                  540
                  
                  
                  $
                  2,322
                  
                  
                  $
                  625Income
      taxes paid
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0
 
 
 
 
  See notes
to consolidated financial statements.
 57
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes to Consolidated Financial Statements
 Years
Ended October 31, 2007, 2006 and 2005
 
 
 1.
              OPERATIONS
 
 World
Ventures Inc. (the “Company”) was incorporated under the laws of the province of
British Columbia, Canada.  It is an exploration stage company, whose
principal business activities include the exploration of natural resource
properties.  It has not been determined whether its properties contain
ore reserves that are economically recoverable.  The Company has not
earned revenues from its mineral properties.
 
 2.
              GOING-CONCERN
 
 These
financial statements have been prepared by management in accordance with
Canadian generally accepted accounting principles on a going-concern basis,
which assumes that the Company will realize its assets and discharge its
liabilities in the normal course of business.
 
 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.
 
 The
Company has incurred significant operating losses with an accumulated deficit of
$8,177,341 (2006 - $7,856,868) and a working capital deficiency (an excess of
current liabilities over current assets) of $140,761 (2006 -
$254,723).  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 cooperation from its creditors and achieve
sufficient cash flows to cover obligations and expenses.  The outcome
of these matters cannot be predicted at this time.  These financial
statements do not give effect to any adjustments to the amounts and
classifications of assets and liabilities, which might be necessary should the
Company be unable to continue operations as a going-concern.
 
 The
Company currently has some long outstanding amounts owed to creditors which have
gone to collection agencies.  The Company owes the British Columbia
government for corporation capital tax (note 3), which has interest accruing on
a monthly basis.  The repurchase of shares as mentioned in
note 9(e) is still incomplete.
 
 3.
              CHARGE
      ON ASSETS
 
 A charge
has been placed over all the assets of the Company as security for unpaid
British Columbia corporation capital tax amounting to approximately $97,000,
including interest, as at October 31, 2007. This amount is included in accounts
payable.
 
 4.
              SIGNIFICANT
      ACCOUNTING POLICIES
 
 (a)
              Principles
      of consolidation
 
 These
financial statements include the accounts of the Company and its fully
integrated wholly-owned subsidiary, World Ventures (Nevada) Inc.  All
inter-company balances and transactions have been eliminated.
 
 
  See notes
to consolidated financial statements.
 58
  
 WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2007, 2006 and 2005
 
 
 4.
              SIGNIFICANT ACCOUNTING POLICIES(Continued)
 
 (b)
              Basis
      of presentation
 
 These
financial statements are prepared in accordance with Canadian generally accepted
accounting principles ("GAAP") and all figures are in Canadian
dollars.  Canadian GAAP differs in certain respects from accounting
principles generally accepted in the United States of America.  The
significant differences are set forth in note 12.
 
 (c)
              Use
      of estimates
 
 The
preparation of financial statements in conformity with Canadian GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Significant areas requiring the use of
estimates include the rates of amortization on equipment, the recovery of
resource property interests, asset retirement obligations, the assumption used
in the determination of fair valued stock-based compensation, the determination
of the valuation allowance for future income tax assets, and accrued
liabilities. Management believes the estimates are reasonable; however, actual
results could differ from those estimates and could impact future results of
operations and cash flows.
 
 (d)
              Equipment
 
 Equipment
is recorded at cost.
 
 Amortization
of machinery and equipment is calculated at 20% per annum using the
declining-balance method.
 
 (e)
              Resource
      properties
 
 The
Company capitalizes all costs related to investments in resource properties on a
property-by-property basis.  Such costs include property acquisition
costs and exploration and development expenditures, net of any
recoveries.  Costs are deferred until such time as the extent of
mineralization has been determined and resource property interests are either
developed or the Company’s mineral rights are allowed to lapse.  All
deferred resource property expenditures are reviewed, on a property-by-property
basis, to consider whether there are any conditions that may indicate
impairment.  When the carrying value of a property exceeds its net
recoverable amount as estimated by quantifiable evidence of an economic
geological resource or reserve, or the ability to sell the property for an
amount exceeding the deferred costs, provision is made for the impairment in
value.
 
 The
amounts shown for acquisition costs and deferred exploration expenditures
represent costs incurred to date and do not necessarily reflect present or
future values.  These costs will be depleted over the useful lives of
the properties upon commencement of commercial production or written-off if the
properties are abandoned or the claims allowed to lapse.
 
 
  See notes
to consolidated financial statements.
 59
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2007, 2006 and 2005
 
 
 4.
              SIGNIFICANT ACCOUNTING
      POLICIES (Continued)
 
 (e)
              Resource
      properties (continued)
 
 From time
to time the Company may acquire or dispose of a resource property interest
pursuant to the terms of an option agreement.  As the options are
exercisable entirely at the discretion of the optionee, the amounts payable or
receivable are not recorded.  Option payments are recorded as property
costs or recoveries when the payments are made or received.  When the
amount of recoveries exceeds the total amount of capitalized costs of the
property, the amount in excess of costs is credited to income.
 
 (f)
              Asset
      retirement obligations
 
 The
Company has adopted the recommendations of the Canadian Institute of Chartered
Accountants’ (“CICA”) Handbook Section 3110, Asset Retirement
Obligations.  The Company has determined that it currently does not
have such obligations; therefore, there is no effect on the consolidated
financial statements.
 
 (g)
              Income
      taxes
 
 The
Company follows the asset and liability method of accounting for income
taxes.  Under this method of tax allocation, future tax assets and
liabilities are determined based on differences between the financial statement
carrying values and their respective income tax basis (temporary
differences).  Future income tax assets and liabilities are measured
using the tax rates expected to be in effect when the temporary differences are
likely to reverse.  The effect on future income tax assets and
liabilities of a change in tax rates is included in operations in the period in
which the change is enacted or substantially assured.  The amount of
future income tax assets recognized is limited to the amount of the benefit that
is, more likely than not, to be realized.
 
 (h)
              Stock-based
      compensation
 
 The
Company accounts for stock-based compensation using the fair value based method
with respect to all stock-based payments to directors, employees and
non-employees, including awards that are direct awards of stock and call for
settlement in cash or other assets, or stock appreciation rights that call for
settlement by the issuance of equity instruments. Under this method, stock-based
payments are recorded as an expense over the vesting period or when the awards
or rights are granted, with a corresponding increase to contributed surplus.
When stock options are exercised, the corresponding fair value is transferred
from contributed surplus to capital stock.
 
 (i)
              Loss
      per share
 
 Loss per
share computations are based on the weighted average number of common shares
outstanding during the year.  The Company uses the treasury stock
method for calculating diluted earnings per share.  Diluted loss per
share is not computed, as the effects of outstanding stock options and share
purchase warrants is anti-dilutive.
 
 
 
 
  See notes
to consolidated financial statements.
 60
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2007, 2006 and 2005
 
 
 4.         SIGNIFICANT ACCOUNTING
POLICIES (Continued)
 
 (j)
              Foreign
      currency transactions
 
 The
functional currency of the Company is the Canadian dollar.  Amounts
recorded in foreign currency are translated into Canadian dollars as
follows:
 
 i.
              Monetary
      assets and liabilities, at the rate of exchange in effect at the balance
      sheet date;
 ii.
              Non-monetary
      assets and liabilities, at the exchange rates prevailing at the time of
      the acquisition of the assets or assumption of the liabilities;
      and
 iii.
              Expenses,
      at the average rate of exchange for the
year.
 
 Gains and
losses arising from the translation are included in net income (loss) for the
period.
 
 5.
              FINANCIAL
      INSTRUMENTS
 
 Effective
November 1, 2006, the Company adopted a new standard, the CICA Handbook Section
3855, “Financial Instruments – Recognition and Measurement”. Under the new
standard, all financial instruments are classified as one of the following:
held-to-maturity, loans and receivables, held-for-trading or available-for-sale.
Financial assets and liabilities held-for-trading are measured at fair value
with gains and losses recognized in net income. Financial assets
held-to-maturity, loans and receivables, and financial liabilities other than
those held-for-trading, are measured at amortized cost. Available-for-sale
instruments are measured at fair value with unrealized gains and losses
recognized in other comprehensive income. The standard also permits designation
of any financial instrument as held-for-trading upon initial
recognition.
 
 Also
adopted by the Company effective November 1, 2006 was CICA Handbook Section
1530, “Comprehensive Income”. As a result of adopting these standards, a new
category, Accumulated Other Comprehensive Income, is added to shareholder’s
equity on the consolidated balance sheets. Major components for this category
include unrealized gains and losses on financial assets classified as
available-for-sale, unrealized foreign currency translation amounts, net of
hedging, arising from self-sustaining foreign operations, and changes in fair
value of the effective portion of cash flow hedging amounts.
 
 The
adoption of the provisions of these new standards had no effect on the Company’s
consolidated financial statements.
 
 (a)
              Fair
      value
 
 The
carrying values of cash, accounts receivable, and accounts payable and accrued
liabilities approximate their fair values because of the short-term maturity of
these financial instruments.
 
 (b)
              Interest
      rate risk
 
 The
Company is not exposed to significant interest rate risk due to the short-term
nature of its monetary assets and liabilities; however, it is subject to
interest rate risk to the extent of changes in the prescribed interest rate
charged by the Minister of Finance (note 3).
 
 (c)
              Credit
      risk
 
 The
Company is not exposed to significant credit risk on its financial assets due to
cash being placed with a major financial institution and amounts receivable due
from the Government of Canada.
 
 
 
 See
notes to consolidated financial statements.
 61
   WORLD VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2007, 2006 and 2005
 
 
 5.
              FINANCIAL INSTRUMENTS(Continued)
 
 (d)
              Currency
      risk
 
 The
Company is exposed to foreign currency fluctuations to the extent expenditures
incurred by the Company are not denominated in Canadian dollars.  The
Company has not entered into any foreign currency contracts to mitigate this
risk.
 
 (e)
              Derivatives
      – mineral properties
 
 The
Company retains and/or has obligations related to certain carried interest
rights and net smelter royalties, the value of which is derived from future
events and commodity prices.  These rights are derivative
instruments.  However, the mineral interests to which they relate are
not sufficiently developed to reasonably determine value.
 
 (f)
              Other
      comprehensive income
 
 The
Company does not have other comprehensive income or accumulated other
comprehensive income.
 
 6.
              EQUIPMENT
 
 2007AccumulatedCost
                    
                    
                    Amortization
                    
                    
                    NetMachinery
                    
                    $
                    5,671
                    
                    
                    $
                    4,957
                    
                    
                    $
                    714Equipment
                    
                    
                    967
                    
                    
                    
                    655
                    
                    
                    
                    312$
                    6,638
                    
                    
                    $
                    5,612
                    
                    
                    $
                    1,026
 
 2006AccumulatedCost
                    
                    
                    Amortization
                    
                    
                    NetMachinery
                    
                    $
                    5,671
                    
                    
                    $
                    4,779
                    
                    
                    $
                    892Equipment
                    
                    
                    967
                    
                    
                    
                    577
                    
                    
                    
                    390$
                    6,638
                    
                    
                    $
                    5,356
                    
                    
                    $
                    1,282
 
 
  See notes
to consolidated financial statements.
 62
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2007, 2006 and 2005
 
 7.       
RESOURCE PROPERTIES
 
 Lapon
                  
                  
                  Guanacaste
                  
                  
                  Pan-Oro
                  
                  
                  Triton
                  
                  
                  Crystal
      Springs
                  
                  
                  Gladiator
                  
                  
                  Totals(note
      7(a))
                  
                  
                  (note
      7(b))
                  
                  
                  (note
      7(c))
                  
                  
                  (note
      7(d))
                  
                  
                  (note
      7(e))
                  
                  
                  (note7(f))Balance,
      October 31, 2005
                  
                  $
                  264,303
                  
                  
                  $
                  1
                  
                  
                  $
                  1
                  
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  264,305Legal
                  
                  
                  5,075
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  2,000
                  
                  
                  
                  6,196
                  
                  
                  
                  0
                  
                  
                  
                  13,271Lease
      and supplies
                  
                  
                  34,652
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  3,772
                  
                  
                  
                  0
                  
                  
                  
                  38,424Travel
                  
                  
                  5,955
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  2,764
                  
                  
                  
                  0
                  
                  
                  
                  8,719Net
      expenditures for the year
                  
                  
                  45,682
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  2,000
                  
                  
                  
                  12,732
                  
                  
                  
                  0
                  
                  
                  
                  60,414Balance,
      October 31, 2006
                  
                  
                  309,985
                  
                  
                  
                  1
                  
                  
                  
                  1
                  
                  
                  
                  2,000
                  
                  
                  
                  12,732
                  
                  
                  
                  0
                  
                  
                  
                  324,719Insurance
                  
                  
                  5,344
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  5,344Filing
      fees
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  2,172
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  2,172Legal
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  (1
                  )
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  8,630
                  
                  
                  
                  8,629Consulting
                  
                  
                  25,000
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  25,000Lease
      and supplies
                  
                  
                  57,954
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  4,000
                  
                  
                  
                  0
                  
                  
                  
                  61,954Travel
                  
                  
                  4,192
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  4,192Net
      expenditures for the year
                  
                  
                  92,490
                  
                  
                  
                  0
                  
                  
                  
                  (1
                  )
                  
                  
                  2,172
                  
                  
                  
                  4,000
                  
                  
                  
                  8,630
                  
                  
                  
                  107,291Balance,
      October 31, 2007
                  
                  $
                  402,475
                  
                  
                  $
                  1
                  
                  
                  $
                  0
                  
                  
                  $
                  4,172
                  
                  
                  $
                  16,732
                  
                  
                  $
                  8,630
                  
                  
                  $
                  432,010
 
 Ownership
in mineral interests involves certain inherent risks due to the difficulties of
determining the validity of certain claims, as well as the potential for
problems arising from the frequent, ambiguous conveyance history characteristics
of mineral interests.  The Company has investigated ownership of its
mineral interests and to the best of its knowledge ownership of its interests
are in good standing.
 
 (a)
              Lapon
      Canyon, Nevada, United States
 
 In 2002,
the Company entered into a lease purchase agreement to acquire the right to
explore, develop and mine a property located in Mineral County, Nevada, USA (the
"Property").  The initial lease term was five years and could be
extended for an additional five years, and for as long thereafter as minerals
are mined and produced from the Property.  Upon commencing production
of valuable minerals from the Property, the Company will pay the lessor a
royalty on production equal to 4% of net smelter returns (“NSR”).
 
 In
January 2007, an Amendment Agreement Letter amended the term of the lease to
automatically extend the lease for an additional five years to June 6,
2012.  The amended minimum royalty payment is US $4,500 per month from
September 6, 2007 through the sixth day of each month thereafter (paid to March
2008).
 
 The
lessor also granted the Company the exclusive right and option to purchase the
Property for US $1,250,000 or 50% of the unpaid balance at any time during
the initial or extended terms of the lease.  Upon exercise of this
option by the Company, the lessor will transfer the Property to the Company with
a reserved royalty on production equal to a 0.5% NSR.
 
 
  See notes
to consolidated financial statements.
 63
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2007, 2006 and 2005
 
 
 7.
              RESOURCE PROPERTIES(Continued)
 
 (a)
              Lapon
      Canyon, Nevada, United States
(continued)
 
 On July
31, 2005, the Company applied to the Regional Office of The Bureau of Land
Management for permits to carry out its exploration program on the Lapon Canyon
gold project. The Company received approval on September 16, 2005 and was
required to post a reclamation bond in the amount of US $2,500. On March
27, 2006, the Company retained a consultant to oversee underground exploration
and sampling activities. Additional work on this property is subject to
availability of financing.
 
 (b)
              Guanacaste,
      Costa Rica
 
 Pursuant
to an option agreement dated October 23, 1995 and amended February 27, 1996
between the Company and Minera Oceanica S.A., the Company acquired an option for
the mineral and surface rights in Concession 6622 situated in the Juntas de
Abangares, District of Guanacaste, Costa Rica, subject to a 10% royalty in
favour of Minera Oceanica S.A. on operating profits derived from the property,
or US $100,000 per year, whichever is greater.  This royalty has
been waived indefinitely until the commencement of production. Finder’s fees of
$22,500 have been included in the cost of resource properties. The Company wrote
down the property ($395,496) during 2003 and is holding the rights for future
use. There were no expenditures in 2007, 2006 or 2005 for this
property.
 
 (c)
              Pan-Oro,
      Panama
 
 During
1995, the Company entered into a letter of agreement with Grande Portage
Resources Ltd. to enter into a joint venture agreement to develop mineral
concessions in Panama.  The agreement has not yet been concluded and
regulatory approval remains outstanding.  During 2001, the Company
decided to write-down its investment in this property to a nominal carrying
value.  The Company has a 90% ownership interest in Pan-Oro S.A., an
inactive Panamanian corporation. As at October 31, 2007, the Company is not
actively exploring this property and has written off the balance of the resource
property. There were no expenditures in 2007, 2006 or 2005 for this
property.
 
 (d)
              Triton,
      Ontario, Canada
 
 The
Company had written off the cost of its interest in this property in its 1997
fiscal year. During the 2004 fiscal year, the Company acquired an additional 50%
interest for a total 100% interest in certain mineral claims located in
MacMurchy Township of the Lardev Lake Mining Division, Ontario, subject to a 1%
NSR payable to Teck Cominco Limited.
 
 On
November 14, 2004, the Company entered into a letter of intent with Starfire
Minerals Inc. (“Starfire”) to explore the Company’s Triton
property.  In accordance with the agreement, Starfire was to expend
$500,000 over a period of five years to earn a 50% interest in the Triton
property. In addition, the Company was to receive 200,000 common shares of
Starfire upon finalization of the agreement.
 
 Starfire
informed the Company that they were actively exploring this property and that
approximately 800 acres of mining claims have been added to the Triton
property.  On July 18, 2005, Starfire relinquished its right to earn a
50% interest in the property. In November 2005, the Company retained Vision
Exploration to carry out a survey on the Triton property to cover the assessment
work obligations in the amount of $2,000. In late 2007, the Company conducted
additional surface sampling of vein structures, largely for assessment work
purposes to maintain the claims in good standing.
   See notes
to consolidated financial statements.
 64
  
 WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2007, 2006 and 2005
 
 
 7.
              RESOURCE PROPERTIES
      (Continued)
 
 (e)
              Crystal
      Springs, Saskatchewan, Canada
 
 In April
2006, the Company acquired over 57,000 acres (23,700 hectares) of mineral rights
near Fort a la Corne, Saskatchewan, Canada, from Saskatchewan Mineral Claims and
private mineral rights. Of the 57,000 acres, approximately 640 acres were
private minerals rights.
 
 The
Company entered into a lease purchase agreement dated July 1, 2005 to acquire
the right to explore, develop and mine a property located in the vicinity of
Fort a la Corne, Saskatchewan, Canada (“Crystal Springs
Property”).   The initial lease term is ten years with the first
payment of $2,000 upon execution of the agreement on March 31, 2006 and an
annual sum of $4,000 for a total of $38,000. The Company has an option to
purchase the Crystal Springs Property upon commercial development. Upon
commencing mining operations on the Property, the Company will pay the vendors a
royalty on production equal to 5% of net profits and $4,000 per annum. The
Saskatchewan Mineral Claims require expenditures of $12 per hectare for years 2
to 10 to maintain mineral claims in good standing. Additional work on this
property is subject to availability of financing.
 
 (f)
              Gladiator,
      Arizona, United States
 
 On April
11, 2007, the Company entered into a letter of intent to purchase and acquire
100% of the issued and outstanding shares of Nor-Quest Arizona Inc., an Arizona
corporation. Nor-Quest Arizona has title to 170 acres within the Prescott
National Forest in the state of Arizona.
 
 The
letter of intent is exercisable until March 31, 2008 for consideration to be
mutually agreed upon by the parties at a future date. During 2007, the Company
expenditures total $8,630 for legal and property taxes.
 
 (g)
              Kootenay,
      British Columbia, Canada
 
 In prior
years the Company sold its 100% working interest in the Jersey-Emerald mineral
claims located in the Nelson Mining Division, Kootenay, British Columbia, Canada
(“Jersey-Emerald Property”). The Company retained a 1.5% NSR in the
Jersey-Emerald Property.
 
 8.
              ACCOUNTS
      PAYABLE AND ACCRUED LIABILTIES
 
 2007
                  
                  
                  2006Trade
      payables and accruals
                  
                  $
                  174,938
                  
                  
                  $
                  183,704Capital
      taxes payable (note 3)
                  
                  
                  96,687
                  
                  
                  
                  90,807Rent
      due to related parties
                  
                  
                  708
                  
                  
                  
                  0$
                  272,333
                  
                  
                  $
                  274,511
 
 
 
  See notes
to consolidated financial statements.
 65
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2007, 2006 and 2005
 
 
 9.
              CAPITAL
      STOCK
 
 (a)
              Authorized
 50,000,000
common shares without par value
 
 (b)
              Issued
 
 Numberof
      Shares
                  
                  
                  AmountBalance,
      October 31, 2005
                  
                  
                  13,572,154
                  
                  
                  $
                  7,287,373Issue
      of common shares for cash
                  
                  
                  1,250,000
                  
                  
                  
                  250,000Issue
      of common shares for settlement of debt
                  
                  
                  284,000
                  
                  
                  
                  67,720Balance,
      October 31, 2006
                  
                  
                  15,106,154
                  
                  
                  
                  7,605,093Issue
      of common shares for cash
                  
                  
                  1,329,040
                  
                  
                  
                  167,904Issue
      of common shares for settlement of debt
                  
                  
                  370,960
                  
                  
                  
                  37,096Share
      subscriptions (825,000 common shares issued on November 28,
      2007)
                  
                  
                  0
                  
                  
                  
                  165,000Balance,
      October 31, 2007
                  
                  
                  16,806,154
                  
                  
                  $
                  7,975,093
 
 In July
2007, the Company completed non-brokered private placements to issue 825,000
units at $0.20 per unit for proceeds of $165,000.  Each unit is
comprised of one common share and one share purchase warrant, each warrant
entitling the holder to purchase one additional common share at a price of $0.30
per share for a period of two years from the date of issue. The Company issued
the units on November 28, 2007.
 
 In
February 2007, the Company completed non-brokered private placements and issued
580,000 units at $0.15 per unit for proceeds of $87,000.  Each unit is
comprised of one common share and one share purchase warrant, each warrant
entitles the holder to purchase one additional common share at a price of $0.30
per share for a period of two years from the date of issue. The Company issued
the units on July 11, 2007.
  In
January 2007, the Company completed non-brokered private placements and issued
120,000 units at a purchase price of $0.15 per unit for proceeds of
$18,000.  Each unit is comprised of one common share and one share
purchase warrant, each warrant entitles the holder to purchase one additional
common share at a price of $0.30 per share for a period of two years from the
date of issue. The Company issued the units on July 11, 2007.
  In
respect to the above private placements totalling 1,525,000 units, if the
Company’s shares trade on the OTC B:B at a price greater than or equal to $0.50
per share at any time during the trading day for a period of ten consecutive
trading days (the Premium Trading Days) the exercise period shall be shortened
to a period of 14 calendar days commencing on that day that is the tenth Premium
Trading Day.
  On
November 20, 2006, the Company completed a non-brokered private placement of
1,000,000 units at $0.10 per unit. Each unit is comprised of one common share
and one common share purchase warrant exercisable for 24 months. The warrants
are exercisable at $0.10 per share in the first year and at $0.15 in the second
year.  Of the 1,000,000 common shares issued, 370,960 common shares
were issued to settle a $37,096 debt incurred on behalf of the Company by an
officer of the Company and 629,040 common shares were issued for proceeds of
$62,904.  The Company issued the units on February 28,
2007
 
  See notes
to consolidated financial statements.
 66
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2007, 2006 and 2005
 
 
 9.
              CAPITAL STOCK
      (Continued)
 
 (b)
              Issued
      (Continued)
  On March
1, 2006, the Company negotiated a non-brokered private placement of 1,250,000
units at $0.20 per unit for proceeds of $250,000. Each unit is comprised of one
common share and one common share purchase warrant exercisable for 24 months
from closing. The warrants are exercisable at $0.25 per share in the first year
and at $0.35 in the second year. The Company issued the units on May 12,
2006.
 
 During
2006, the Company issued 200,000 common shares at a price of $0.20 per share to
settle a $40,000 debt incurred on behalf of the Company by an officer of the
Company, and issued 84,000 common shares at a price of $0.33 per share to settle
a $27,720 court action.
 
 (c)         Stock
options
 
 The
following table summarizes the Company's stock option activity for the years
ended October 31, 2007, 2006 and 2005:
 
 WeightedExercise
                  
                  
                  AverageNumber
                  
                  
                  Price
                  
                  
                  Exerciseof
      Options
                  
                  
                  Per
      Share
                  
                  
                  PriceBalance,
      outstanding and exercisable October 31, 2005 and 2006
                  
                  
                  800,000
                  
                  
                  $
                  0.25
                  
                  
                  $
                  0.25Expired
                  
                  
                  (800,000
                  )
                  
                  $
                  0.25
                  
                  
                  $
                  0.25Granted
                  
                  
                  1,300,000
                  
                  
                  $
                  0.25
                  
                  
                  $
                  0.25Balance,
      outstanding and exercisable October 31, 2007
                  
                  
                  1,300,000
                  
                  
                  $
                  0.25
                  
                  
                  $
                  0.25
 
 Stock
options to directors and consultants outstanding and exercisable as at
October 31, 2007 and 2006 were as follows:
 
 Exercise
                  
                  
                  Number
      of OptionsExpiry
      Date
                  
                  Price
                  
                  
                  2007
                  
                  
                  2006March
      31, 2007
                  
                  $
                  0.25
                  
                  
                  
                  0
                  
                  
                  
                  800,000July
      4, 2009
                  
                  $
                  0.25
                  
                  
                  
                  1,300,000
                  
                  
                  
                  0
 
 
 
  See notes
to consolidated financial statements.
 67
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2007, 2006 and 2005
 
 
 9.
              CAPITAL STOCK
      (Continued)
 
 (d)              Share
purchase warrants
 
 Share
purchase warrants outstanding as at October 31, 2007 and 2006 were as
follows:
 
 Expiry
                  
                  Exercise
                  
                  
                  Number
      of WarrantsDate
                  
                  Price
                  
                  
                  2007
                  
                  
                  2006Opening
      balance
                  February
      28, 2009*
                  
                  $
                  0.35
                  
                  
                  
                  1,250,000
                  
                  
                  
                  1,250,000Issued
                  November
      19, 2009*
                  
                  $
                  0.15
                  
                  
                  
                  1,000,000
                  
                  
                  
                  0Issued
                  July
      11, 2009
                  
                  $
                  0.30
                  
                  
                  
                  700,000
                  
                  
                  
                  0Issued
                  November
      28, 2009
                  
                  $
                  0.30
                  
                  
                  
                  825,000
                  
                  
                  
                  0Closing
      balance
                  
                  
                  
                  
                  
                  
                  
                  3,775,000
                  
                  
                  
                  1,250,000
 
 *Term
extended subsequent to October 31, 2007 (note 13).
 
 (e)         Pursuant
to a court judgment dated November 8, 2002, the Company was required to redeem
60,000 shares (300,000 shares prior to 1999 5:1 share consolidation) for $60,000
from a creditor. Interest was charged at 4% per annum.
 
 As of
October 31, 2007, the 60,000 shares have not been redeemed and have been
reclassified to accounts payable.
 
 (f)
              Contributed
      surplus
 
 Balance,
      November 1, 2004
                  
                  $
                  33,712Stock-based
      compensation for 2005
                  
                  
                  289,341Balance
      October 31, 2006 and 2005
                  
                  
                  323,053Stock-based
      compensation
                  
                  
                  171,470Balance
      October 31, 2007
                  
                  $
                  494,523
 
 Fair
value of options granted to directors and consultants using the Black-Scholes
valuation model was calculated using the following weighted average
assumptions:
 
 2007
                  
                  
                  2005Expected
      life (years)
                  
                  
                  2
                  
                  
                  
                  2Interest
      rate
                  
                  
                  4.69
                  %
                  
                  
                  2.97
                  %Annualized
      volatility
                  
                  
                  130
                  %
                  
                  
                  113
      – 160
                  %Dividend
      rate
                  
                  
                  0.00
                  
                  
                  
                  0.00
 
 
  See notes
to consolidated financial statements.
 68
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2007, 2006 and 2005
 
 
 10.
              RELATED
      PARTY TRANSACTIONS
 
 (a)         Services
were provided by directors or parties related to directors.  These
services were measured at the exchange amount, which is the amount agreed upon
by the transacting parties.
 
 (b)         Accounts
receivable includes $2,542 (2006 - $665) due from a director.
 
 (c)         Accounts
payable includes $708 (2006 - $0) due to an individual related to the president
of the Company and $1,847 (2006 - $0) due to an officer of the
Company.
 
 (d)         During
2007, a shareholder advanced $42,889 of which $37,096 (2006 - $233,838) was
settled by the issuance of 370,960 common shares (2006 - 284,000 common shares
for $67,720 of debt) of the Company.
 
 (e)         Consulting
fees in the amount of $3,500 (2006 - $2,000) were paid to an officer of the
Company and are included in consulting fees expense.  Consulting fees
in the amount of $25,000 (2006 - $nil) were paid to an officer of the Company
and are included in resource properties.
 
 11.
              INCOME
      TAX LOSSES
 
 Income
tax provisions are determined as follows:
 
 2007
                  
                  
                  2006
                  
                  
                  2005Income
      tax benefit computed at Canadian statutory rate
                  
                  $
                  (109,345
                  )
                  
                  $
                  (51,972
                  )
                  
                  $
                  (166,691
                  )Difference
      of amortization and capital cost allowance
                  
                  
                  87
                  
                  
                  
                  109
                  
                  
                  
                  187Non-deductible
      interest expense
                  
                  
                  2,006
                  
                  
                  
                  2,006
                  
                  
                  
                  2,094Loss
      on disposal of capital asset
                  
                  
                  0
                  
                  
                  
                  168
                  
                  
                  
                  0Stock-based
      compensation
                  
                  
                  58,506
                  
                  
                  
                  0
                  
                  
                  
                  103,063Unrecognized
      tax losses
                  
                  
                  48,746
                  
                  
                  
                  49,689
                  
                  
                  
                  61,347Income
      tax provision
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0
 
 Future
income taxes reflect the tax effects of the temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. The applicable tax rate to be expected
is 28.7%.  The components of future income tax assets at October 31,
2007 and 2006 are as follows:
 
 2007
                  
                  
                  2006Future
      income tax assetsTax
      value over book value of resource properties
                  
                  $
                  838,489
                  
                  
                  $
                  996,837Tax
      value over book value of property and equipment
                  
                  
                  4,424
                  
                  
                  
                  11,047Non-capital
      loss carry-forwards
                  
                  
                  804,627
                  
                  
                  
                  1,018,8781,647,540
                  
                  
                  
                  2,026,762Valuation
      allowance
                  
                  
                  (1,647,540
                  )
                  
                  
                  (2,026,762
                  )Net
      future income tax assets
                  
                  $
                  0
                  
                  
                  $
                  0
 
 The
valuation allowance reflects the Company's estimate that the tax assets more
likely than not will not be realized.
    See notes
to consolidated financial statements.
 69
  
 WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2007, 2006 and 2005
 
 
 11.
              INCOME TAX LOSSES(Continued)
 
 The
Company has estimated operating losses that may be carried forward to apply
against future years’ income for Canadian income tax purposes.  These
losses expire as follows:
 
 Available
      to
                    
                    Amount2008
                    
                    $
                    281,1002009
                    
                    
                    1,885,0002010
                    
                    
                    47,6002011
                    
                    
                    112,0002015
                    
                    
                    172,2002026
                    
                    
                    162,8002027
                    
                    
                    142,900$
                    2,803,600
 
 12.
              DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
      PRINCIPLES (GAAP)
 
 (a)
              Recent
      accounting pronouncements:
 
 (i)
              Statements
      of Financial Accounting Standards (“SFAS”) 154, Accounting Changes and Error
      Corrections. This new standard replaces APB Opinion No. 20, Accounting Changes, and
      Financial Accounting Standards Board (“FASB”) 3, Reporting Accounting Changes
      in Interim Financial Statements. Statement 154 requires that a
      voluntary change in accounting principle be applied retrospectively with
      all prior period financial statements presented on the new accounting
      principle, unless it is impracticable to do so. Statement 154 also
      provides that (1) a change in method of depreciating or amortizing a
      long-lived non-financial asset be accounted for as a change in estimate
      (prospectively) that was effected by a change in accounting principle, and
      (2) correction of errors in previously issued financial statements should
      be termed a "restatement." The new standard is effective for accounting
      changes and correction of errors made in fiscal years beginning after
      December 15, 2005. Early adoption of this standard is permitted for
      accounting changes and correction of errors made in fiscal years beginning
      after June 1, 2005. There is no impact on the Company’s consolidated
      financial statements.
 
 (ii)
              SFAS
      157, Fair Value
      Measurements. The provisions of this standard are to provide
      guidance for using fair value to measure assets and liabilities. The
      standard clarifies methods for measuring items not actively traded and the
      principles that fair value should be based upon when pricing an asset or
      liability. The provisions of Statement 157 are effective for financial
      statements issued for fiscal years beginning after November 15, 2007, and
      interim periods within those fiscal years. Earlier application is
      encouraged, provided that the reporting entity has not yet issued
      financial statements for that fiscal year. There is no impact on the
      Company’s consolidated financial
statements.
 
 
  See notes
to consolidated financial statements.
 70
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2007, 2006 and 2005
 
 
 12.
              DIFFERENCES BETWEEN CANADIAN
      AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)
      (Continued)
 
 (a)         Recently
issued US accounting pronouncements (Continued)
 
 (iii)
              On
      July 13, 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
      Income Taxes – an interpretation of FASB Statement No.
      109.  Interpretation 48 clarifies the accounting for
      uncertainty in income taxes recognized in an entity’s financial statements
      in accordance with Statement 109 and prescribes a recognition threshold
      and measurement attribute for financial statement disclosure of tax
      positions taken or expected to be taken on a tax
      return.  Additionally, Interpretation 48 provides guidance on
      derecognition, classification, interest and penalties, accounting in
      interim periods, disclosure and transition.  Interpretation 48
      is effective for fiscal years beginning after December 15, 2006, with
      early adoption permitted.  There is no impact on the Company’s
      consolidated financial statements.
 
 (iv)
              In
      February 2007, FASB issued SFAS No. 159, The Fair Value Option for
      Financial Assets and Financial Liabilities – an Amendment of FASB
      Statement No. 115, which permits entities to choose to measure many
      financial instruments and certain other items at fair value. The fair
      value option established by SFAS 159 permits all entities to choose to
      measure eligible items at fair value at specified election dates. A
      business entity shall report unrealized gains and losses on items for
      which the fair value option has been elected in earnings at each
      subsequent reporting date. Adoption is required for fiscal years beginning
      after November 15, 2007. Early adoption is permitted as of the beginning
      of the fiscal year that begins on or before November 15, 2007, provided
      the entity also elects to apply the provisions of SFAS 157. There is no
      impact on the Company’s consolidated financial
  statements.
 
 (v)
              In
      September 2006, the U.S. Securities and Exchange Commission issued
      Staff Accounting Bulletin 108 (“SAB 108”). The interpretations in this
      bulletin express the staff’s views regarding the process of quantifying
      financial statement misstatements and are being issued to address
      diversity in practice in quantifying financial statement misstatements and
      the potential under current practice for the build-up of improper amounts
      on the balance sheet. There is no impact on the Company’s consolidated
      financial statements.
 
 (b)         Exploration
expenditures
 
 Under
Canadian GAAP, acquisition costs of resource properties and exploration
expenditures are capitalized (note 4(e)).  Under US GAAP, exploration
costs are expensed as incurred.
 
 
 
  See notes
to consolidated financial statements.
 71
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2007, 2006 and 2005
 
 
 12.
              DIFFERENCES BETWEEN CANADIAN
      AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)
      (Continued)
 
 (c)
              Reconciliation
      of total assets, liabilities and shareholders' equity
      (deficit):
 
 2007
                  
                  
                  2006Total
      assets per Canadian GAAP
                  
                  $
                  564,608
                  
                  
                  $
                  345,789Resource
      property costs
                  
                  
                  (432,010
                  )
                  
                  
                  (324,719
                  )Total
      assets per US GAAP
                  
                  $
                  132,598
                  
                  
                  $
                  21,070Total
      liabilities per Canadian GAAP
                  
                  $
                  272,333
                  
                  
                  $
                  274,511Adjustments
      to US GAAP
                  
                  
                  0
                  
                  
                  
                  0Total
      liabilities per US GAAP
                  
                  
                  272,333
                  
                  
                  
                  274,511Shareholders’
      equity per Canadian GAAP
                  
                  
                  292,275
                  
                  
                  
                  71,278Resource
      property costs
                  
                  
                  (432,010
                  )
                  
                  
                  (324,719
                  )Shareholders’
      deficit per US GAAP
                  
                  
                  (139,735
                  )
                  
                  
                  (253,441
                  )Liabilities
      and shareholders’ deficit per US GAAP
                  
                  $
                  132,598
                  
                  
                  $
                  21,070
 
 (d)
              Reconciliation
      of loss reported in accordance with Canadian and US
  GAAP:
 
 2007
                  
                  
                  2006
                  
                  
                  2005Net
      loss per Canadian GAAP
                  
                  $
                  (320,473
                  )
                  
                  $
                  (152,320
                  )
                  
                  $
                  (467,969
                  )Adjustments
      to net lossWrite-off
      of exploration expenditures
                  
                  
                  (107,291
                  )
                  
                  
                  (60,414
                  )
                  
                  
                  (108,328
                  )Net
      loss per US GAAP
                  
                  $
                  (427,764
                  )
                  
                  $
                  (212,734
                  )
                  
                  $
                  (576,297
                  )Loss
      per common shareCanadian
      GAAP - Basic and diluted
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.04
                  )US
      GAAP - Basic and diluted
                  
                  $
                  (0.03
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.04
                  )Weighted
      average number ofshares
      outstanding
                  
                  
                  15,992,182
                  
                  
                  
                  14,616,609
                  
                  
                  
                  12,857,086
 
 Weighted
average number of shares outstanding does not include the 60,000 shares to be
redeemed in accordance with the court judgment (note 9(e)).
 
 
  See notes
to consolidated financial statements.
 72
  WORLD
VENTURES INC.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 Years
Ended October 31, 2007, 2006 and 2005
 
 
 12.
              DIFFERENCES BETWEEN CANADIAN
      AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)
      (Continued)
 
 (e)
              Comprehensive
      loss
 
 2007
                  
                  
                  2006
                  
                  
                  2005Net
      loss per US GAAP
                  
                  $
                  (427,764
                  )
                  
                  $
                  (212,734
                  )
                  
                  $
                  (576,297
                  )Other
      comprehensive income (loss)
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Comprehensive
      loss per US GAAP
                  
                  $
                  (427,764
                  )
                  
                  $
                  (212,734
                  )
                  
                  $
                  (576,297
                  )
 
 (f)
              Reconciliation
      of cash flows in accordance with US
GAAP
 
 2007
                  
                  
                  2006
                  
                  
                  2005Net
      loss per US GAAP
                  
                  $
                  (427,764
                  )
                  
                  $
                  (212,734
                  )
                  
                  $
                  (576,297
                  )Adjustments
      to net income (loss)Stock-based
      compensation
                  
                  
                  171,470
                  
                  
                  
                  0
                  
                  
                  
                  289,341Amortization
                  
                  
                  256
                  
                  
                  
                  320
                  
                  
                  
                  524Write-down
      of equipment
                  
                  
                  0
                  
                  
                  
                  492
                  
                  
                  
                  0Net
      changes in non-cash working capital
                  
                  
                  32,369
                  
                  
                  
                  (25,366
                  )
                  
                  
                  275,156Proceeds
      from share issuances
                  
                  
                  332,904
                  
                  
                  
                  250,000
                  
                  
                  
                  0Inflow
      (outflow) of cash per US GAAP
                  
                  $
                  109,235
                  
                  
                  $
                  12,712
                  
                  
                  $
                  (11,276
                  )
 
 13.
              SUBSEQUENT
      EVENTS
 
 (a)         On
February 18, 2008, the Company granted 250,000 stock options to a director at an
exercise price of $0.25 per share and expiry date of February 17,
2013.
 
 (b)         On
February 19, 2008, the Company extended the expiry date on the 1,250,000
warrants issued on March 1, 2006 to February 28, 2009.
 
 (c)         On
February 19, 2008, the Company extended the expiry date of the 1,000,000
warrants units issued on November 20, 2006 to November 19, 2009.
 
 (d)         On
February 26, 2008, the Company completed a non-brokered private placement of
561,733 units at a purchase price of $0.09 per unit for proceeds of $50,556.
Each unit is comprised of one common share and one share purchase warrant
exercisable for 24 months from closing. Each warrant entitles the holder to
purchase one additional common share at a price of $0.15 per share for a period
of two years from the date of issue. The Company issued the units on February
27, 2008.
 
 
 
  See notes
to consolidated financial statements.
 73
  SIGNATURES
   Pursuant
to the requirements of the Section 12 of the Securities Exchange Act of 1934,
the Registrant certifies that it meets all of the requirements for filing a Form
20-F and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized.
   WORLD
VENTURES INC.
  By: /s/ Stewart
Jackson
 Stewart
Jackson
 President
(Chief Executive Officer)
  By: /s/ Gary Van
Norman
 Gary Van
Norman
 Vice
President (Chief Financial Officer)
  Date: May
15, 2009
         
 
  74