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

                                    FORM 20-F
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended October 31, 1997

                        Commission File Number 000-18343

                             NU-DAWN RESOURCES INC.
              ----------------------------------------------------
             (Exact Name of Registrant as specified in its charter)

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

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

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

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

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

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

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
capital  or  common  stock as of the close of the  period  of this  Registration
Statement: 27,493,104

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

                                  Yes  X    No
                                     -----    -----

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

                             Item 17  X    Item 18
                                    -----         -----

<PAGE>



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

                                     PART I
ITEM 1. BUSINESS

(a) General Development of Business
    -------------------------------

Nu-Dawn  Resources,  Inc. (the "Company") was incorporated on October 3, 1980 by
registration  of its  Memorandum  and  Articles  under  the  Company  Act of the
Province of British Columbia.  Since its formation, the Company has been engaged
in the acquisition and exploration of mineral properties.

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

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

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

In 1988, the Company  entered into an agreement to acquire an ore  concentrating
and milling  facility and small parcel of land located within a few miles of the
Company's two principal  mining  prospects in British  Columbia near the town of
Salmo.  The  acquisition  was  completed  in 1989 and as  consideration  for the
acquisition of the milling facility  (referred to hereafter as the "H.B. Mill"),
the Company issued 7,200,000  shares of its common stock to Nor-Quest  Resources
Ltd.,  a  publicly-owned   British  Columbia  corporation   ("Nor-Quest").   For
approximately  12 months  through late 1989,  the Company had an agreement  with
Nor-Quest  pursuant to which certain operating and other expenses of the Company
were  advanced by  Nor-Quest,  which was then the  majority  shareholder  of the
Company.  In late  1989,  Nor-Quest  sold its stock  ownership  interest  in the
Company in a private transaction and agreed with the purchaser that amounts owed
by the Company to Nor-Quest would be limited to $50,000 and would be repaid only
out of future operating profits from the H.B. Mill.



                                       -2-

<PAGE>



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

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

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

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

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

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

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

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


                                       -3-

<PAGE>



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

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

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

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

     The  Company  employs one  full-time  officer.  The  Company  relies on its
     officers and directors to conduct its business affairs.

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

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

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

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

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

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

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


                                       -4-

<PAGE>



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

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

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

(b) Industry Segments
    -----------------

The Company presently operates in one industry and two geographic segments,  the
mineral  exploration and development  business in Canada and Costa Rica, and the
Company is in the development  stage,  never having received  material  revenues
from such operations.  During the fiscal year, 1991, the Company received $8,416
for the sale of timber cut on Company land. During the fiscal year ended October
31,1993  the  Company  received  $152,005  for the sale of timber cut on Company
land.  During the year ended October 31, 1994 the Company  received  $10,155 for
the sale of  equipment.  During the year ended  October  31,  1995,  the Company
received $4,284 from  operations.  The Company  received $14,379 from operations
during the year ended  October 31, 1996.  During the year ended October 31, 1997
the only revenue  received by the Company was interest from  investment and sale
of spare equipment parts from the HB Mill, totalling $3,201.

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

(c) Narrative Description of Business
    ---------------------------------

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

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

(d) Plan of Operation
    -----------------

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

                                       -5-

<PAGE>



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

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

(i) Products
    --------

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

(ii) Status of Product
     -----------------

There has been no public  announcement  of, nor has the Company  otherwise  made
public  information  about,  any new product or industry  segment of the Company
requiring  the  investment  by the  Company  of a  material  amount of its total
assets,  or which is otherwise  material to the Company's  operations.  However,
should the Company  determine to commence  operations  of its H.B.  Mill,  as to
which there has been no determination, the commencement of such operations would
require a large expenditure of funds prior to commencement of operations and the
commitment of future operating capital, neither of which are presently available
to the Company.

(iii) Raw Materials
      -------------

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

(iv) Patents, Trademarks and Licenses
     --------------------------------

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

                                       -6-

<PAGE>


(v) Seasonality
    -----------

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

(vi) Working Capital Items
     ---------------------

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

(vii) Customer Dependence
      -------------------

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

(viii) Backlog of Orders
       -----------------

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

(ix) Government Contracts
     --------------------

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

(x) Competition
    -----------

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

(xi) Research and Development
     ------------------------

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



                                       -7-

<PAGE>



(xii) Environmental Regulation
      ------------------------

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

(xiii) Employees
       ---------

During  its fiscal  year ended  October  31,  1997,  the  Company  employed  one
full-time office manager,  and a president's  assistant provided services to the
Company on a contract  basis.  Most Company  operations will be conducted by the
officers  on a part time basis or by outside  contractors.  If the H.B.  Mill is
placed into operation by the Company,  full-time  employees would be expected to
be hired. Presently, a Mill Superintendent is employed on a part-time basis.

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

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

ITEM 2. DESCRIPTION OF PROPERTY

Ymir Properties
---------------

The Company holds a group of contiguous Crown granted mineral claims and located
mineral claims and fractions which cover workings of the Ymir  Consolidated  and
Protection  (Goodenough)  Mines  which  were  operated  in the  early  twentieth
century.  In addition to the two mines,  the Company's  properties cover two old
mill sites,  tailings ponds and surface rights aggregating about five acres. The
Company  holds a 100% interest in these  properties  subject to a 15% net profit
interest in favor of Zone International Ltd. (formerly C.T. Exploranda Ltd.), an
unaffiliated   British   Columbia   corporation.   The   property   is  situated
approximately  3 miles  northeast of Ymir,  British  Columbia,  between Ymir and
Huckleberry Creeks. The town of Ymir lies on Highway 6 between Salmo and Nelson.
The Canadian  Pacific  Railway also passes  through Ymir. The towns of Castlegar
(at which is located an airport)  and Trail (at which is located a smelter)  lie
approximately 37 miles to the west on Highway 3. Access to the two properties is
on government all- weather gravel roads from Ymir.



                                       -8-

<PAGE>



The mines are adjacent and interconnected and both are reported to have produced
as follows:

Ymir Zone (1895-1950)- 366,983 tons containing:


                            109,606 oz Au               ( 0.299 oz / ton )
                            459,909 oz Ag               ( 1.250 oz / ton )
                          1,777,780 lb Zn                    ( 0.24 % Zn )
                         10,531,644 lb Pb                       ( 1.43 % )

Protection (Goodenough) Zone (1889-1973) - 16,745 tons containing:


                               10,685 oz Au               ( 1.638 oz / ton )
                               83,089 oz Ag               ( 4.960 oz / ton )
                            1,520,137 lb Pb                     ( 4.5 % Pb )
                            1,565,216 lb Zn                    ( 4.6 % Zn )
                           1,134 lb Cadmium

Since acquiring the properties the Company has expended  approximately  $265,000
in exploration activities,  primarily in 1984, 1986, 1990 and in 1991 expended a
further  $68,608.  The  work  consisted  of  geological  surveys,   geochemistry
analysis,   trenching  and  drilling.   These  exploration   activities  located
mineralization  which would indicate that further exploration is indicated.  The
Company has no plans to conduct additional work on this project.

As of October 31, 1997 The Company has a 100% interest in certain mineral claims
located in the Nelson Mining Division,  British  Columbia,  subject to a 15% net
profit  interest,  and has  freehold  title to the land.  During  the year ended
October 31,  1997,  the Company  wrote down the balance of its  interest in this
resource property.

Triton Property
---------------

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

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


                                       -9-

<PAGE>



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

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

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

H.B. Mill Property
------------------

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

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

                                      -10-

<PAGE>



Jersey Emerald Property
-----------------------

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

Saskatchewan Properties
-----------------------

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

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

As of October  31,  1997 The  Company  had a 100%  interest  in certain  mineral
exploration  permits  issued by  Saskatchewan  Energy and Mines in the  Southern
Mining  District  in  Saskatchewan.  During the year,  the  Company  allowed the
permits to lapse and wrote off the  investment in those  permits.  The remaining
balance of $55,788 represents the Company's interest in the option in the Prince
Albert Mining District.

Panama, Pan-Oro
---------------

During the year 1995, the Company entered into a letter of agreement with Grande
Portage Resources Ltd to enter into a joint-venture agreement to develop mineral
concessions  in Panama.  The agreement has not yet been concluded and regulatory
approval remains outstanding. The Company has 90% ownership interest in Pan-Oro,
S.A., a Panamanian  corporation.  During 1996, the Company entered into a letter
of agreement  with Grande  Portage  Resources Ltd. to enter into a joint venture
agreement  to develop  mineral  concessions  in Panama.  The  Company  has a 90%
ownership  interest in Pan-Oro S.A., a Panamanian  corporation.  The  agreements
have not been concluded and regulatory  approval remains  outstanding.  Resource
properties include $21,000 in costs charged by Pan-Oro S.A.

Costa Rica, Guanacaste
----------------------

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



                                      -11-

<PAGE>



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

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

Sukut, Costa Rica
-----------------

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

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

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

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

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

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

Asbestos Claims, Quebec, Canada
-------------------------------

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



                                      -12-

<PAGE>



1.   $10,000 on execution of this Agreement (paid);
2.   $10,000 on or before March 15, 1998;
3.   $50,000 on or before September 15, 1998; and
4.   $1,000,000 on or before September 15, 1999.

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

ITEM 3. LEGAL PROCEEDINGS

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

(a)  During 1995,  Premanco  Industries Ltd.  (Premanco) an unrelated party, has
     brought an action  against the  Company and others in the Supreme  Court of
     British  Columbia  claiming that the Company and others logged or caused to
     be logged  without the  permission of Premanco  approximately  20,000 cubic
     meters  or more of  timber  from  certain  properties.  The  claim has been
     defended  by the  Company and they have stated that if any logging was done
     any liability for these actions must rest with the Company's  solicitor who
     acted on the Company's  behalf in  connection  with an  application  to the
     Nelson land title office to release Premanco's timber rights.

     As of October 31, 1997, this action is ongoing with no new  developments to
     report.

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

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


ITEM 4. CONTROL OF REGISTRANT

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


                                      -13-

<PAGE>




Title of Class        Identity of             Amount and Nature of    Percent
                    Person or Group           Beneficial Ownership   of Class
                                                   ( Note 1 )
--------------------------------------------------------------------------------
Common               Curitiba S.A.
                     P.O. Box 2122, 1002 Ave 6
                     St 11, Don Eugenio Bldg       10,588,441          38.5%
                     San Jose, Costa Rica

Common               Officers and Directors         1,593,500           5.8%
                     Collectively
--------------------------------------------------------------------------------

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

ITEM 5. NATURE OF TRADING MARKET

The common stock of the Company are listed on the  Vancouver  Stock  Exchange in
Canada.  There is no trading market called in the United  States.  The following
table sets forth the high and the low sales prices for shares of common stock on
the Vancouver  Stock  Exchange for each quarter of the Company's last two fiscal
years.  Brokers  in the United  States can make a market on the NASD  electronic
bulletin board by submitting a Form 211 with the NASD.


PRICE RANGE                                 High                    Low
--------------------------------------------------------------------------
1996 1st Quarter                            0.30                    0.15

1996 2nd Quarter                            0.56                    0.25

1996 3rd Quarter                            0.55                    0.26

1996 4th Quarter                            0.44                    0.26
--------------------------------------------------------------------------
1997 1st Quarter                            0.50                    0.16

1997 2nd Quarter                            0.26                    0.11

1997 3rd Quarter                            0.20                    0.07

1997 4th Quarter                            0.16                    0.08
--------------------------------------------------------------------------

As of October 31, 1997 the Company had approximately 202 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 1248 non-registered beneficial owners of its common stock bringing the
total number of shareholders in excess of 1,450.


                                      -14-

<PAGE>



ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY  HOLDERS

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

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

ITEM 7. TAXATION

A brief  description  of certain  provision of the tax treaty between Canada and
the United  States is included  below,  together with a brief outline of certain
taxes, including withholding provisions, to which United States security holders
are subject under existing laws and regulations of Canada and the United States.
The  consequences,  if  any,  of  state,  provincial  and  local  taxes  are not
considered.  The  information  below  necessarily is general and security holder
should seek the advice of their own tax  advisors,  tax  counsel or  accountants
with respect to the  applicability  or effect of the matters  discussed to their
own individual circumstances and also with respect to any state and local taxes.

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

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

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


                                      -15-

<PAGE>



ITEM 8. SELECTED FINANCIAL DATA

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

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


                                     1997     1996     1995     1994     1993
                                     -----------------------------------------
Rate at October 31,1997              0.66     0.769    0.739    0.741    0.762
Average Rate for the Calendar Year   0.71     0.762    0.740    0.752    0.792
                                     -----------------------------------------

FOR THE YEAR ENDED OCTOBER 31, 1997:
<TABLE>
<CAPTION>

                                                    1997          1996        1995
-------------------------------------------------------------------------------------
<S>                                            <C>            <C>         <C>  
CONSOLIDATED STATEMENT OF OPERATIONS           $              $           $
------------------------------------

Revenue                                              3,201        14,627        4,284

Costs and Expenses                                (327,487)      321,894      229,797

Write Down of Resource Property                   (654,179)            0            0

Write Down of Capital Assets & Deferred Costs     (860,439)            0            0

Net (-Loss)                                     (1,838,904)     -307,267     -225,513

Net (Loss) Per Share                                 (0.07)        -0.01        -0.01

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

Total Assets                                     2,227,249     3,550,828   $2,728,503

Resource Properties                                431,803       920,015      684,751

Total Liabilities                                  257,634       213,757      342,564

Accumulated Deficit                             (4,145,734)    2,306,830   -1,999,563

Working Capital (-Deficit)                      (1,838,904)     -307,267     -225,513

Shareholder's Equity (Note 1)                    1,969,615     3,337,071    3,413,254

Cash Dividends per Share                                 0             0            0
-------------------------------------------------------------------------------------
</TABLE>

Note 1:   During the year ended  October  31,1996,  the Company  issued  329,338
          common shares for debt settlement of $71,069 of which 196,000 of those
          shares were issued to an  individual  related to the  President of the
          Company for debt settlement of $29,400.

                                      -16-

<PAGE>



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

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

Results of Operations
---------------------

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

The Company  expects to be carrying  out  exploration  and  development  work on
properties held under agreement. The result of this work could bring in revenues
from Company managed mining operations.  Operating losses  approximating  losses
for  previous  years  are  expected  if no  operations  of  the  H.B.  Mill  are
undertaken.

Liquidity and Capital Resources
-------------------------------

The Company's  capital,  and therefore its liquidity,  has always  depended upon
amounts  raised  from  investors  from the sale of stock,  either  privately  or
publicly.  The Company took over the position,  " little cash available" in 1989
and Nor-Quest paid a large portion of the Company's expenses.  During 1992 Dydar
purchased  1,066,436  shares  of  common  stock  for  $160,000  and an  investor
subscribed for 333,333,($50,000) units (private placement one share plus one two
year  purchase  warrant  exercisable  at $0.15 in first year and $0.20 in second
year) which  amount will  provide  some  liquidity  for 1992.  During 1993 Dydar
exercised  part of its option at $0.20 to provide the Company  $156,894.  During
1994 the Company issued 1,333,333 shares @ $0.15 per share pursuant to a private
placement  of  1,000,000  units @ $0.15 per unit.  333,333  shares  were  issued
pursuant to the exercise of warrants @ $0.15 per share.  666,667 warrants remain
outstanding and may be exercised @ at rate of $0.15 per share up until April 19,
1995 or @ $0.20 per share up until April 19, 1996.  The Company  issued  266,667


                                      -17-

<PAGE>


units as an exploration payment on the Guanacaste property in Costa Rica and the
balance for cash. A further  150,000 common shares were issued as a finder's fee
in connection with this  transaction.  As at October 31, 1996,  1,055,334 of the
share purchase  warrants remain  unexercised.  During the year ended October 31,
1997,  operating  capital for the Company was raised by a private  placement  of
1,000,000 shares at $0.15 per share;  issuance of 325,000 flow-through shares at
$0.20;  exercise  of  warrants  of  303,512  shares  at $0.15 per share for cash
proceeds;  and the  issuance  of  1,054,610  at $0.20 per share on  exercise  of
warrants for debt settlement of $210,922.

The Company  will  concentrate  its efforts on  arrangements  with others in the
mining business under which cash expenditures would be paid in large part by the
other  entity.  The Company  presently  lacks the cash  required  (approximately
$700,000)  to place its H.B.  Mill into  operation.  The Company  does intend to
raise outside capital for that purpose,  although no decisions on the sources or
means of raising such capital have been made.  The Company  intends to pursue in
1998 its option to sell equipment and land that it owns.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The  present  term of office of each  director  will  expire at the next  Annual
Meeting of  Shareholders.  The  executive  officers  of the  Company are elected
annually at the first  meeting of the  Company's  Board of Directors  held after
each Annual Meeting of  Shareholders.  Each executive  officer shall hold office
until his successor  duly is elected and qualified or until his  resignation  or
until he shall be removed in the manner  provided by the Company's  Bylaws.  The
name, position with the Company, the age of each director and executive officer,
and the period during which each has served are as follows:


Name and Position in the Company        Age   Director or Officer Since
--------------------------------------------------------------------------------
Raynerd B. Carson                        64   Director since November 1989
President and Director                        President since 1990

James Wadsworth                          59   Director since August 1992
Vice-President and Director

Dr. Stewart Jackson                      57   Appointed Director - June 24, 1997
Vice-President Explorations and Director

Geoffrey A. Vantreight                   76   Director since June 1994
Director

Gary Van Norman                          59   Director since February 1996
Director



                                      -18-

<PAGE>



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


Director / Officer            Principal Occupation During the Last Five Years
------------------            -----------------------------------------------

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


Dr. Stewart Jackson           Experienced  professional  with  37  years  in the
                              mineral  industry.  Involved  in  exploration  and
                              development   of  both  base  and  precious  metal
                              deposits in a wide range of environments  for both
                              large and  small  companies.  Responsible  for the
                              discovery and development of several major mineral
                              discoveries.

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

Geoff Vantreight              A  business   man  and  farmer,   Mr.   Vantreight
                              developed  Vantreight  & Sons Ltd over a period of
                              50  years.  Vantreight  &  Sons  Ltd is one of the
                              largest  growers and  suppliers  of cut flowers in
                              North  America.  He has many years  experience  in
                              land development in British Columbia.

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

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

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

ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS

During the fiscal year ended October 31, 1997,  there was no compensation to the
Company for services because of Canadian allowance standards.

OPTIONS TO PURCHASE SECURITIES FROM  REGISTRANT OR  SUBSIDIARIES

The  following  is  a  summary  of  the  employee  and  director  stock  options
outstanding  as of October 31, 1997 and a summary of all such Options  exercised
in 1996 and 1997.

                                      -19-

<PAGE>



Stock options granted as at October 31, 1997 were as follows:


Directors                    Number of shares    Price      Expiration Date
--------------------------------------------------------------------------------
Stewart Jackson                 1,000,000         0.15      August 20, 2002

James Wadsworth                   100,000         0.15      August 20, 2002

Gary Van Norman                   100,000         0.15      August 20, 2002

Employees and/or Consultants

Blair Carson                      100,000         0.15      July 15, 2001

Ferne Nowlan                      100,000         0.15      September 27, 2002


Total outstanding director and employee stock options.................1,400,000

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

The Company pays other incidental  compensation to executive  officers from time
to time,  consisting  primarily of reimbursement for business related activities
on behalf of the Company.  However, the aggregate of all such other compensation
did not  exceed 10% of cash  compensation  reported  for the  fiscal  year ended
October 31, 1997.

No cash  compensation  is  currently  being  paid to  members  of the  Board  of
Directors for their services as directors.

The Company paid no money to the Company's  executive  officers for  management,
consulting  and  related  services  rendered  to the  Company  during  the  1997
Financial Year.

ITEM 13.  INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

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



                                      -20-

<PAGE>



In  November  1989,  upon  approval  by  the  Vancouver  Stock  Exchange,  Dydar
subscribed  to purchase,  by way of private  placement,  2,000,000  Units of the
Company's securities, consisting of 2,000,000 shares of common stock and a stock
purchase warrant to acquire an additional  2,000,000 shares for a purchase price
of $300,000.  Dydar  subscribed  for the private  placement of which  Raynerd B.
Carson is the President, a director and substantial stockholder. Dydar exercised
its warrant October 30, 1990 bringing its holdings to 10,200,000 shares.  During
the year ended October 31, 1991, the Company issued 476,388 shares,  to Dydar (a
company  controlled by a director and officer),  for  consideration  of $160,781
pursuant to a private placement.  The consideration consisted of cash of $30,000
and the assumption of accounts payable of $130,781 by the investor. In addition,
the  investor  received  warrants to purchase an  additional  476,388  shares at
$0.3375 per share until May 22, 1992 and at $0.39 per share from May 23, 1992 to
May 22,  1993.  As at October 31, 1991,  no warrants  have been  exercised.  The
476,388 shares issued to Dydar brings its holdings to 10,676,388 shares. 425,901
shares were sold  during the fiscal  period via  private  sale or market  sales.
During  1992 Dydar  purchased  1,066,667  shares of common  stock for  $160,000.
During 1992 Dydar sold during the fiscal period via private sale or market sales
1,138,667  shares to bring its total to  10,178,487  shares.  During 1993 fiscal
period  Dydar  exercised  part of its option  for a total of 784,470  shares and
during  1993 sold  784,958 to hold  10,177,999  shares.  During  1994 Dydar sold
1,400,000  shares and purchased  666,666 from treasury  through the take-down of
units and warrants at $0.15 per share and Dydar held  9,444,665  shares.  During
the year 1995,  Dydar  purhcased  56,500 shares $0.14 average per share bringing
the  total to  9,501,165.  During  1996,  Curitiba  S.A.  purchased  from  Dydar
Resources  Ltd.  7,813,665  shares of  Nu-Dawn  Resources  Inc.  for  investment
purposes.  As of  October  31,  1996  Dydar  held  2,115,495  shares of  Nu-Dawn
Resources Inc.

                                     PART II

ITEM 14. DESCRIPTION OF SECURITIES

(a) Capital Stock
    -------------

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

(b) Common Stock
    ------------

The outstanding shares of common stock are fully paid and non-assessable.  As of
the date of this  Statement,  27,493,104  shares of common stock were issued and
outstanding.

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




                                      -21-

<PAGE>



                                    PART III

ITEM 15. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

                                     PART IV

ITEM 17. FINANCIAL STATEMENTS


Auditors' Report.....................................................  F1

Balance Sheets as at October, 1997...................................  F2

Statements of Loss and Deficit ......................................  F3
for the period from November 01, 1996 to October 31, 1997

Statement of Changes in Financial Position...........................  F4
for the period from November 01, 1996 to October 31, 1997

Notes to Financial Statements........................................  F5 - F11


ITEM 18. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements
    --------------------

See Item 17 for a list of financial  statements and schedules  incorporated  as:
pages F-1 to F-11.

(b) Exhibits
------------

     None


                                      -22-
<PAGE>


Auditors' Report and Financial Statements of

NU-DAWN RESOURCES INC.

October 31, 1997 and 1996



                                                                      Deloitte &
                                                                          Touche


<PAGE>



Auditors' Report


To the Shareholders of
Nu-Dawn Resources Inc.


We have audited the balance  sheets of Nu-Dawn  Resources Inc. as at October 31,
1997 and 1996 and the  statements  of loss and deficit and changes in  financial
position for each of the years then ended.  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  generally   accepted  auditing
standards.  Those standards  require that we plan and perform an audit to obtain
reasonable  assurance  whether  the  financial  statements  are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the financial position of the Company as at October 31, 1997 and 1996
and the results of its operations and the changes in its financial  position for
the  years  then  ended,  in  accordance  with  generally  accepted   accounting
principles applied on a consistent basis.



/s/ Deloitte & Touche
--------------------------------

Chartered Accountants
Vancouver, British Columbia
February 13, 1998

                                      F-1


<PAGE>


NU-DAWN RESOURCES INC.
(Incorporated under the Company Act of British Columbia)
Balance Sheets
October 31, 1997 and 1996
--------------------------------------------------------------------------------

                                                         1997           1996
                                                     -----------    -----------
ASSETS


CURRENT
  Cash                                               $    15,875    $    22,248
  Accounts receivable                                      4,680          4,759
  Due from related company (Note 8(d))                    10,648          3,286
                                                     -----------    -----------
                                                          31,203         30,293

Capital assets and deferred costs (Note 4)             1,764,243      2,600,520
Resource properties (Note 5 and schedule)                431,803        920,015
                                                     -----------    -----------
                                                     $ 2,227,249    $ 3,550,828
                                                     -----------    -----------

LIABILITIES


CURRENT
  Accounts payable                                   $   202,682    $   158,805
  Deferred revenue                                         4,952          4,952
                                                     -----------    -----------
                                                         207,634        163,757

Long-term debt (Note 6)                                   50,000         50,000
                                                     -----------    -----------
                                                         257,634        213,757
                                                     -----------    -----------

SHAREHOLDERS' EQUITY


Capital stock (Note 7)

Authorized
      50,000,000common shares without par value
Issued
      27,493,104shares (1996 - 24,809,993 shares)      6,115,349      5,643,901
Deficit                                               (4,145,734)    (2,306,830)
                                                     -----------    -----------
                                                       1,969,615      3,337,071
                                                     -----------    -----------
                                                     $ 2,227,249    $ 3,550,828
                                                     -----------    -----------

GOING CONCERN (Note 1)

CONTINGENCY (Note 10)


APPROVED BY THE DIRECTORS:


/s/ Reynerd B. Carson
--------------------------------
Reynerd B. Carson, Director

/s/ James Wadsworth
--------------------------------
James Wadsworth, Director


                                      F-2

<PAGE>


NU-DAWN RESOURCES INC.
Statements of Loss and Deficit
Years ended October 31, 1997 and 1996
--------------------------------------------------------------------------------

                                                        1997            1996
                                                    -----------     -----------

REVENUE
  Logging revenue                                   $      --       $    14,379
  Interest and other                                      3,201             248
                                                    -----------     -----------
                                                          3,201          14,627
                                                    -----------     -----------

EXPENSES
  Accounting and administration                          42,254          47,781
  Consulting and management fees                         30,200          26,784
  Corporation capital taxes                               9,229           7,500
  Depreciation                                            1,597           1,978
  Exploration                                            32,601            --
  Interest and bank charges                              10,269          14,613
  Office and sundry                                      21,692          31,965
  Professional fees                                      97,524          83,400
  Rent                                                   16,160          15,200
  Telephone and fax                                      11,690          11,637
  Transfer agent, filing fees and printing               17,430          12,210
  Travel and promotion                                   11,869          34,982
  Vehicle and fuel                                       24,972          33,844
                                                    -----------     -----------
                                                        327,487         321,894
                                                    -----------     -----------

NET LOSS BEFORE UNDERNOTED ITEMS                       (324,286)       (307,267)

WRITE DOWN OF RESOURCE PROPERTIES                      (654,179)           --

WRITE DOWN OF CAPITAL ASSETS
  AND DEFERRED COSTS                                   (860,439)           --
                                                    -----------     -----------
NET LOSS                                             (1,838,904)       (307,267)

DEFICIT, BEGINNING OF YEAR                           (2,306,830)     (1,999,563)
                                                    -----------     -----------
DEFICIT, END OF YEAR                                $(4,145,734)    $(2,306,830)
                                                    -----------     -----------

LOSS PER SHARE                                      $     (0.07)    $     (0.01)
                                                    -----------     -----------


                                      F-3

<PAGE>
<TABLE>
<CAPTION>



NU-DAWN RESOURCES INC.
Statements of Changes in Financial Position
Years ended October 31, 1997 and 1996
-----------------------------------------------------------------------------------

                                                             1997           1996
                                                         -----------    -----------

OPERATING ACTIVITIES
<S>                                                      <C>            <C>         
  Net loss                                               $(1,838,904)   $  (307,267)
  Items not involving cash
    Depreciation                                               1,597          1,978
    Write down of resource properties                        654,179           --
    Write down of capital assets and deferred costs          860,439           --
    Change in non-cash operating working capital items        43,956        (29,521)
                                                         -----------    -----------
                                                            (278,733)      (334,810)
                                                         -----------    -----------


INVESTING ACTIVITIES
  Expenditures relating to resource properties,
   net of recoveries                                        (165,967)      (235,264)
  Additions to capital assets and deferred costs             (25,759)       (14,152)
  Proceeds on sale of capital assets                            --           31,149
                                                         -----------    -----------
                                                            (191,726)      (218,267)
                                                         -----------    -----------

FINANCING ACTIVITIES
  Capital stock issued                                       471,448        573,648
  Advances to related parties                                 (7,362)      (104,287)
                                                         -----------    -----------
                                                             464,086        469,361
                                                         -----------    -----------

DECREASE IN CASH                                              (6,373)       (83,716)

CASH POSITION, BEGINNING OF YEAR                              22,248        105,964
                                                         -----------    -----------
CASH POSITION, END OF YEAR                               $    15,875    $    22,248
                                                         -----------    -----------


                                        F-4
</TABLE>

<PAGE>


NU-DAWN RESOURCES INC.
Notes to the Financial Statements
October 31, 1997 and 1996
--------------------------------------------------------------------------------

1.   GOING CONCERN

     These financial  statements have been prepared in accordance with generally
     accepted accounting  principles  applicable to a going concern which assume
     that the Company will realize its assets and discharge its  liabilities  in
     the normal course of business. The Company's current financial position and
     historical operating losses indicate significant  uncertainty as to whether
     the going concern assumption is appropriate.

     During the year, the Company incurred a net loss of $1,838,904 (accumulated
     losses from inception of the Company total  $4,145,734)  and at October 31,
     1997 has an excess of liabilities  over current assets of $226,431.  If the
     Company fails to secure additional financing or its creditors enforce their
     rights to settlement of indebtedness, then realization values of assets are
     likely to be  substantially  lower than those  indicated in these financial
     statements.  Additionally,  failure  to  make  required  resource  property
     payments may result in a dilution of the  Company's  interest or forfeiture
     of its resource properties.

     The Company's  ability to meet its  obligations and maintain its operations
     is  contingent   upon   successful   completion  of  additional   financing
     arrangements and the continuing support of its creditors.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a)  Resource properties

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

     (b)  Capital assets and deferred costs

          Capital  assets and deferred  costs are  recorded at cost.  Direct net
          expenditures  incurred on the H.B.  Mill are deferred in the accounts.
          The Company provides for depreciation on the following basis:

             H.B. Mill                              15 year straight-line basis,
                                                    commencing on the start of
                                                    production
             Office equipment and motor vehicles    20% declining-balance basis


3.   FINANCIAL INSTRUMENTS

     The Company's financial instruments include cash, accounts receivable,  due
     from related  company,  accounts  payable and  long-term  debt.  Except for
     long-term debt, the fair values of these financial instruments  approximate
     their carrying values. Due to the nature of the long-term debt (see Note 6)
     it is not practicable to determine its fair value.

                                      F-5


<PAGE>


NU-DAWN RESOURCES INC.
Notes to the Financial Statements
October 31, 1997 and 1996
--------------------------------------------------------------------------------

4.   CAPITAL ASSETS AND DEFERRED COSTS


                                              1997                        1996
                             ---------------------------------------------------
                                          Accumulated      Net Book     Net Book
                                Cost      Depreciation      Value        Value
                             ---------------------------------------------------

H.B. Mill and freehold land  $1,757,855    $     --      $1,757,855   $2,592,535
Office equipment                  9,803         6,345         3,458        4,323
Motor vehicles                   17,219        14,289         2,930        3,662
--------------------------------------------------------------------------------

                             $1,784,877    $   20,634    $1,764,243   $2,600,520
--------------------------------------------------------------------------------

     Costs  capitalized  to the H.B. Mill totalled  $15,759 (1996 - $14,013) for
     the year. Costs capitalized  include property taxes and general maintenance
     costs, net of equipment sales.  During the year ended October 31, 1997, the
     Company  recorded a write down of $860,439 to adjust the carrying  value of
     this asset to management's best estimate of the net recoverable amount.


5.   RESOURCE PROPERTIES

     Resource properties consist of:

                                                       1997               1996
                                                     --------           --------

Goodenough and Ymir                                  $   --             $175,012
Triton                                                   --              285,136
Prince Albert                                          55,788            242,160
Guanacaste                                            328,475            168,753
Pan-Oro                                                37,517             33,905
Sukut                                                    --               15,049
Asbestos                                               10,023               --
--------------------------------------------------------------------------------

                                                     $431,803           $920,015
--------------------------------------------------------------------------------

     (a)  Goodenough and Ymir, British Columbia

          The Company has a 100% interest in certain  mineral  claims located in
          the Nelson Mining  Division,  British  Columbia,  subject to a 15% net
          profit interest,  and has freehold title to the land.  During the year
          ended  October 31,  1997,  the  Company  wrote down the balance of its
          interest in this resource property.

     (b)  Triton, Ontario

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


                                      F-6

<PAGE>


NU-DAWN RESOURCES INC.
Notes to the Financial Statements
October 31, 1997 and 1996
--------------------------------------------------------------------------------

5.   RESOURCE PROPERTIES (Continued)

     (c)  Prince Albert, Saskatchewan

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

          The Company had a 100% interest in certain mineral exploration permits
          issued  by  Saskatchewan  Energy  and  Mines  in the  Southern  Mining
          District in  Saskatchewan.  During the year,  the Company  allowed the
          permits to lapse and wrote off the  investment in those  permits.  The
          remaining balance of $55,788  represents the Company's interest in the
          option in the Prince Albert Mining District.

    (d)   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 the greater.

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

    (e)   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.  The
          Company has a 90%  ownership  interest in Pan-Oro  S.A.,  a Panamanian
          corporation.  Resource  properties include $21,000 in costs charged by
          Pan-Oro S.A.

    (f)   Sukut, Costa Rica

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

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


                                      F-7

<PAGE>


NU-DAWN RESOURCES INC.
Notes to the Financial Statements
October 31, 1997 and 1996
--------------------------------------------------------------------------------

5.   RESOURCE PROPERTIES (Continued)

     (g)  Asbestos claims, Quebec

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

          1.   $10,000 on execution of this Agreement (paid);

          2.   $10,000 on or before March 15, 1998;

          3.   $50,000 on or before September 15, 1998; and

          4.   $1,000,000 on or before September 15, 1999.

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


6.   LONG-TERM DEBT

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


                                      F-8

<PAGE>


NU-DAWN RESOURCES INC.
Notes to the Financial Statements
October 31, 1997 and 1996
--------------------------------------------------------------------------------

7.   CAPITAL STOCK

                                                         
     (a) Changes in common shares during the following periods were as follows:


                                                          Number of
                                                           shares       Amount
                                                         ----------   ----------

BALANCE AS AT OCTOBER 31, 1995                           22,703,832   $5,070,253

  Issued for debt settlement                                329,338       71,069
  Issued for cash pursuant to private placements          1,514,057      423,331
  Issued for cash on exercise of options                     50,000        7,500
  Issued for settlement of exploration payment               97,271       14,000
  Issued for debt settlement on exercise of warrants        115,495       57,748
--------------------------------------------------------------------------------

BALANCE AS AT OCTOBER 31, 1996                           24,809,993    5,643,901

  Issued for cash pursuant to private placements          1,000,000      150,000
  Issued for cash on exercise of warrants                   628,501      110,526
  Issued for debt settlement on exercise of warrants      1,054,610      210,922
--------------------------------------------------------------------------------

BALANCE AS AT OCTOBER 31, 1997                           27,493,104   $6,115,349
--------------------------------------------------------------------------------

                                                                      
     (b)  During the year ended October 31, 1996, the Company:

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

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

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

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


                                      F-9

<PAGE>


NU-DAWN RESOURCES INC.
Notes to the Financial Statements
October 31, 1997 and 1996
--------------------------------------------------------------------------------

7.   CAPITAL STOCK (Continued)

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

                                                                               
     (d)  Stock options outstanding to directors and employees as at October 31,
          1997 were as follows:


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

                 100,000                $ 0.15             July 15, 2001
               1,200,000                $ 0.15             August 20, 2002
                 100,000                $ 0.15             October 8, 2002


                                                                    
     (e)  Share  purchase  warrants  outstanding  as at October 31, 1997 were as
          follows:


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

                 384,505                $ 0.50               May 29, 1998
                 696,499                $ 0.15               April 28, 1999


8.   RELATED PARTY TRANSACTIONS

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


                                                          1997           1996
                                                        -------        -------

          Accounting and administration fees            $ 3,320        $12,264
          Rent                                          $16,160        $15,200



     (b)  Accounts  receivable  includes  $2,988  due  from a  director  (1996 -
          $2,988).

                                                                              
     (c)  Accounts  payable  includes $Nil due to an  individual  related to the
          President of the Company (1996 - $17,000).

                                                                             
     (d)  The amount receivable from a related company is non-interest  bearing,
          due on demand and is receivable  from Dydar  Resources Inc., a company
          controlled by the President of the Company.


                                      F-10


<PAGE>


NU-DAWN RESOURCES INC.
Notes to the Financial Statements
October 31, 1997 and 1996
--------------------------------------------------------------------------------

9.   SEGMENTED INFORMATION

     The Company operates in one industry and two geographic segments.


                                        Central
                         Canada         America          1997           1996
                       -----------    -----------    -----------    -----------
SALES
  From operations      $      --      $      --      $      --      $    14,379
  Other income               3,201           --            3,201            248
--------------------------------------------------------------------------------

                       $     3,201    $      --      $     3,201    $    14,627
--------------------------------------------------------------------------------

SEGMENT NET LOSS       $(1,823,855)   $   (15,049)   $(1,838,904)   $  (307,267)
--------------------------------------------------------------------------------

IDENTIFIABLE ASSETS    $ 1,861,257    $   365,992    $ 2,227,249    $ 3,550,828
--------------------------------------------------------------------------------
      


10.  CONTINGENCY

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


                                      F-11

<PAGE>
<TABLE>
<CAPTION>


NU-DAWN RESOURCES INC.
Schedule of Changes in Resource Properties
October 30, 1997 and 1996
-----------------------------------------------------------------------------------------------------------------------------------

                                  Goodenough                  Prince
                                   and Ymir      Triton       Albert     Guanacaste   Pan-Oro      Sukut      Asbestos      Totals
                                  ---------    ---------    ---------    ----------  ---------   ---------    --------    ---------

<S>                               <C>          <C>          <C>          <C>         <C>         <C>          <C>         <C>      
BALANCE, OCTOBER 31, 1995         $ 175,012    $ 285,136    $ 135,802    $  57,873   $  30,928   $    --      $    --     $ 684,751
-----------------------------------------------------------------------------------------------------------------------------------
Consulting                             --           --          2,000        3,579        --          --           --         5,579
Drilling                               --           --         21,965         --          --          --           --        21,965
Equipment rental                       --           --          5,182         --          --          --           --         5,182
Field crew                             --           --         17,888         --          --          --           --        17,888
Field data processing                  --           --          2,210         --          --          --           --         2,210
Geological consultants                 --           --         27,941         --          --          --           --        27,941
Miscellaneous                          --           --          2,394         --          --          --           --         2,394
Option payments                        --           --           --         86,337        --        15,049         --       101,386
Travel                                 --           --         15,497       20,964       2,977        --           --        39,438
Vehicle expense                        --           --         11,281         --          --          --           --        11,281
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE, OCTOBER 31, 1996           175,012      285,136      242,160      168,753      33,905      15,049         --       920,015
-----------------------------------------------------------------------------------------------------------------------------------

Geological consultants                 --           --            610       44,725        --          --           --        45,335
Legal and management                   --           --           --         32,798        --          --           --        32,798
Miscellaneous                          --           --           --          3,277         123        --             23       3,423
Option payments                        --           --          2,000         --          --          --         10,000      12,000
Permits, appeals                       --           --           --         22,363        --          --           --        22,363
Public relations                       --           --           --         10,734        --          --           --        10,734
Rent                                   --           --           --         11,629        --          --           --        11,629
Travel                                 --           --           --         28,452       3,489        --           --        31,941
Vehicle expense                        --           --           --          5,744        --          --           --         5,744
Write down of resource
  properties                       (165,012)    (285,136)    (188,982)        --          --       (15,049)        --      (654,179)
Transfer to capital assets and
  deferred costs                    (10,000)        --           --           --          --          --           --       (10,000)
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE, OCTOBER 31, 1997         $    --      $    --      $  55,788    $ 328,475   $  37,517   $    --      $  10,023   $ 431,803
-----------------------------------------------------------------------------------------------------------------------------------



</TABLE>

<PAGE>

                                   SIGNATURES


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


NU-DAWN RESOURCES INC.



/s/ Raynerd B. Carson                                April 16, 1998
----------------------------                        ----------------
Raynerd B. Carson, President                              Date