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, 1998

                        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: 27,410,770

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







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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-

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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.

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

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

(ii) The Company entered into a Private  Placement  Subscription  Agreement with
     Investors  First S.A.,  Panama,  on April 15, 1998.  Under the terms of the
     agreement, the Company will issue 1,000,000 units for proceeds of $150,000.
     Each unit is comprised of one common share and one share purchase  warrant.
     Each share  purchase  warrant  enables the holder to acquire one additional
     common  share at $0.15 during the first year and at $0.18 during the second
     year.

     The transaction was approved by the British Columbia Securities  Commission
     subsequent  to the year end and  1,000,000  common  shares  were  issued on
     November 9, 1998

(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.  During the year
ended  October  31,1998,  revenue  from the sale of  equipment  from the HB Mill
totalled  $78,648.  The sale of the Ymir  property  as per the  settlement  with
Premanco  was applied to pay in full the taxes on the  property  and pay out the
account payable for legal fees to Siddall & Co.

In the future, the Company  contemplates  selling the land, and equipment of its
H.B. Mill in Salmo,  British  Columbia or if the  opportunity  presents 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.






                                       -5-

<PAGE>



(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.  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


                                       -6-

<PAGE>



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.

(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.




                                       -7-

<PAGE>



(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.

(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
part-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.


                                       -8-

<PAGE>



ITEM 2. DESCRIPTION OF PROPERTY

Ymir Properties

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

Triton Property

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

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

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

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

As of October 31, 1998 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.





                                       -9-

<PAGE>



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.

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.





                                      -10-

<PAGE>



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

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 $38,037 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.

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. As of October 31, 1998 resource properties include $366,597 in costs
allocated to Guanacaste.

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.

                                      -11-

<PAGE>



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.

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

Asbestos Claims, Quebec, Canada

The Company  entered into an option  agreement  dated October 8, 1997, with Vant
Resources  Inc.  for the  Asbestos  "A"  claims  in  Maizerets,  Quebec  and the
Exploration  Claims in Soissons,  Quebec.  In order to exercise the option,  the
Company must pay the optionor an aggregate of $1,070,000 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  pre-production  expenditures  on the
property,  it shall pay to the optionor a royalty equal to 5% of the net profits
arising  from  commercial  production.  At any time  after the  commencement  of
commercial production,  the optionor can surrender its royalty to the Company in
consideration  of shares of the Company  with a market  value of $500,000 at the
date of surrender.

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

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

                                      -12-

<PAGE>



         defended  by the  Company  and they have stated that if any logging was
         done any  liability  for these  actions  must  rest with the  Company's
         solicitor  who  acted on the  Company's  behalf in  connection  with an
         application  to the  Nelson  land title  office to  release  Premanco's
         timber rights.

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

         During  the year ended  October  31,  1998 A civil  action in which the
         defendants also included some of the directors of Nu-Dawn,  an attorney
         who acted for the  Company,  and the  Province of British  Columbia was
         finally  settled out of court in September  1998. The Company is liable
         for unjust enrichment of $450,000.  Premanco has accepted as settlement
         a promissory note for $450,000,  secured by a mortgage on the H.B. mill
         property and a security agreement over all equipment and chattels, with
         interest at prime plus 2%, due September 30, 1999.  Premanco shall have
         no right to enforce any  judgement  obtained  against the Company under
         this  promissory  note against any assets or  properties of the Company
         other than those  specified in the  settlement  agreement  made between
         Premanco and the Company.

(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:

<TABLE>
<CAPTION>

Title of Class            Identity of                Amount and Nature of      Percent
                        Person or Group               Beneficial Ownership    of Class
                                                         ( Note 1 )
------------------ ---------------------------------- ---------------------   ---------
<S>                <C>                                  <C>                    <C>
Common             Curitiba S.A.
                   2742 First Ave. St 27 & 29
                   San Jose, Costa Rica                   10,588,441           37.27%
Common             Investors First S.A.                    2,633,667            9.27%
                   c/o Arias, Aleman & Mora
                   Calle 50 Edif Tower 1ER Piso
                   Apartado 8799
                   Panama 5, Panama
------------------ ---------------------------------- ----------------------- ---------
Common             Officers and Directors                  1,463,500            5.15%
                   Collectively
------------------ ---------------------------------- ----------------------- ---------
</TABLE>

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

                                      -13-
<PAGE>

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
-----------                           ----                       ---

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
-------------------------  ---------------          ----------------
1998 1st Quarter                      0.15                      0.06
1998 2nd Quarter                      0.19                      0.11
1998 3rd Quarter                      0.16                      0.06
1998 4th Quarter                      0.14                      0.04
-------------------------  ---------------          ----------------


As of October 31, 1998 the Company had approximately 189 registered shareholders
on record of its no par value common stock. Based on representations received by
the Company from certain record holders,  the Company believes that there are in
excess of 1,000  non-registered  beneficial  owners of its common stock bringing
the total number of shareholders in excess of 1,200.


ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY  HOLDERS

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

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


                                      -14-

<PAGE>






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.


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.




                                      -15-

<PAGE>



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

                                                1998        1997         1996           1995      1994
                                                ----------- -----------  ----------- -----------  -----------
<S>                                             <C>         <C>         <C>          <C>         <C>
Rate at October 31,1998                         0.62        0.66         0.769       0.739        0.741
Average Rate for  the Calendar  Year            0.63        0.71         0.762       0.740        0.752
                                                ----------- -----------  ----------- -----------  -----------


FOR THE YEAR ENDED OCTOBER 31, 1998:

                                                               1998                1997                 1996

-------------------------------------------------           ---------           ----------           --------
CONSOLIDATED STATEMENT OF OPERATIONS                        $                   $                    $
------------------------------------
Revenue                                                         8,647                3,201              14,627
Costs and Expenses                                          (187,513)            (327,487)             321,894
Write-down of (Recovery from ) Resource Property               59,342            (654,179)                   0
Write Down of Fixed Assets                                  (350,000)            (860,439)                   0
Loss on Lawsuit                                             (450,000)
Net (-Loss)                                                 (928,226)           (1,838,904           (307,267)
Net (Loss) Per Share                                           (0.03)               (0.07)              (0.01)
CONSOLIDATED BALANCE SHEETS
Total Assets                                                1,905,450            2,227,249           3,550,828
Resource Properties                                           482,258              431,803             920,015
Total Liabilities                                             814,537              257,634             213,757
Accumulated Deficit                                       (5,073,960)          (4,145,734)           2,306,830
Working Capital (Deficit)                                   (928,226)          (1,838,904)           (307,267)
Shareholder's Equity (Note 1)                               1,090,913            1,969,615           3,337,071
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,

                                      -17-

<PAGE>



1995 or @ $0.20 per share up until April 19, 1996.  The Company  issued  266,667
units as an exploration payment on the Guanacaste property in Costa Rica and the
balance for cash. A further  150,000 common shares were issued as a finder's fee
in connection with this  transaction.  As at October 31, 1996,  1,055,334 of the
share purchase  warrants remain  unexercised.  During the year ended October 31,
1997,  operating  capital for the Company was raised by a private  placement  of
1,000,000 shares at $0.15 per share;  issuance of 325,000 flow-through shares at
$0.20;  exercise  of  warrants  of  303,512  shares  at $0.15 per share for cash
proceeds;  and the  issuance  of  1,054,610  at $0.20 per share on  exercise  of
warrants for debt settlement of $210,922.

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         65            Director since November 1989
                                        President and Director
                                        President since 1990

James Wadsworth           90            Director since August 1992
                                        Vice-President and Director

Dr. Stewart Jackson       58            Appointed Director - June 24, 1997
                                        Vice-President Explorations and Director

Geoffrey A. Vantreight    77            Director since June 1994 Director

Gary Van Norman           60            Director since February 1996
                                        Director

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

                                      -18-

<PAGE>



                              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,  1998,  there was no  compensation  to
directors and officers of 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, 1998 and a summary of all such Options  exercised
in 1997 and 1998.







                                      -19-

<PAGE>






Stock options granted as at October 31, 1998 were as follows:
<TABLE>
<CAPTION>

Directors                                 Number of shares   Price         Expiration Date
--------------------------------        -------------------  ------      ------------------
<S>                                           <C>             <C>                  <C> <C>
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
</TABLE>

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 $5,960 to one
director for consulting and related services  rendered to the Company during the
1998 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.

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

                                      -20-

<PAGE>



President, a director and substantial  stockholder.  Dydar exercised its warrant
October 30, 1990  bringing its holdings to  10,200,000  shares.  During the year
ended October 31, 1991, the Company issued 476,388  shares,  to Dydar (a company
controlled by a director and officer), for consideration of $160,781 pursuant to
a private  placement.  The  consideration  consisted  of cash of $30,000 and the
assumption  of accounts  payable of $130,781 by the investor.  In addition,  the
investor received  warrants to purchase an additional  476,388 shares at $0.3375
per share until May 22, 1992 and at $0.39 per share from May 23, 1992 to May 22,
1993.  As at October 31,  1991,  no warrants  have been  exercised.  The 476,388
shares issued to Dydar brings its holdings to 10,676,388 shares.  425,901 shares
were sold during the fiscal period via private sale or market sales. During 1992
Dydar purchased 1,066,667 shares of common stock for $160,000. During 1992 Dydar
sold during the fiscal period via private sale or market sales 1,138,667  shares
to bring its  total to  10,178,487  shares.  During  1993  fiscal  period  Dydar
exercised  part of its option for a total of 784,470 shares and during 1993 sold
784,958 to hold 10,177,999  shares.  During 1994 Dydar sold 1,400,000 shares and
purchased  666,666 from treasury  through the take-down of units and warrants at
$0.15 per share and Dydar held  9,444,665  shares.  During the year 1995,  Dydar
purchased 56,500 shares $0.14 average per share bringing the total to 9,501,165.
During 1996,  Curitiba S.A. purchased from Dydar Resources Ltd. 7,813,665 shares
of Nu-Dawn Resources Inc. for investment purposes.  As of October 31, 1996 Dydar
held 2,115,495 shares of Nu-Dawn Resources Inc. As of October 31, 1998,  500,000
shares of Nu-Dawn  Resources Inc. were held by Dydar Resources Inc. in trust for
Curitiba S.A.

                                     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,  27,410,770  shares of common stock were issued and
outstanding.

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

                                    PART III

ITEM 15. DEFAULTS UPON SENIOR SECURITIES

                            None.


                                      -21-

<PAGE>



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

                            None.


                                     PART IV

ITEM 17. FINANCIAL STATEMENTS


Report to Shareholders............................................        F1
Balance Sheets as at October, 1998................................        F2
Statements of Income and Deficit .................................        F3
for the period from November 01, 1997 to October 31, 1998
Statement of Changes in Financial Position........................        F4
for the period from November 01, 1997 to October 31, 1998
Schedule of Changes in Resource Properties                                F8
Notes to Financial Statements.....................................     F5 - F16


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-16.

(b) Exhibits
      None







                                      -22-

<PAGE>
PROVINCE OF BRITISH COLUMBIA                                    QUARTER REPORT
BRITISH COLUMBIA SECURITIES COMMISSION                               FORM 61
--------------------------------------------------------------------------------

INSTRUCTIONS:
This  report  is to be filed by  Exchange  issuers  within 60 days of the end of
their first,  second and third fiscal  quarters and within 140 day of the end of
their fourth fiscal  quarter.  Three schedules are to be attached to this report
as follows:

SCHEDULE A:  FINANCIAL INFORMATION
Financial  information prepared in accordance with generally accepted accounting
principles for the fiscal  year-to-date,  with  comparative  information for the
corresponding  period of the preceding  fiscal year. This financial  information
should consist of the following:
For the first, second and third fiscal quarters:
An interim  financial  report  presented in accordance  with Section 1750 of the
C.I.D.A.  Handbook.  This  should  include  a  summary  income  statement  (or a
statement of deferred costs) and a statement of changes in financial position. A
summary balance sheet is also to be provided.
For the fourth fiscal quarter (year end):
Annual audited financial statements.

SCHEDULE B: SUPPLEMENTARY INFORMATION
The supplementary  information set out below is to be provided when not included
in Schedule A.
1. For the current fiscal year-to-date:
Breakdown, by major category, of those expenditures and costs which are included
in the deferred costs,  exploration and development  expenses,  cost of sales or
general and  administrative  expenses set out in Schedule A. State the aggregate
amount of expenditures  made to parties not at arm's length from the issuer.
2. For the quarter  under review:
(a) Summary of  securities  issued during the period,  including  date of issue,
type of security  (common  shares,  convertible  debentures,  etc) type of issue
(private placement,  public offering,  exercise of warrants, etc) number, price,
total proceeds, type of consideration (cash, property, etc) & commission paid.
(b)  Summary of options  granted,  including  date,  number,  name of  optionee,
exercise price and expiry date.
3. As at the end of the quarter:
(a)  Particulars  of  authorized  capital  and  summary  of  shares  issued  and
outstanding.
(b)  Summary of  options,  warrants  and  convertible
securities outstanding, including number or amount, exercise or conversion price
and expiry  dates.
(c) Total number of shares in escrow or subject to a pooling agreement.
(d) List of directors.

SCHEDULE C:  MANAGEMENT  DISCUSSION
Review of  operations  in the quarter  review and up to the date of this report,
including  brief details of an significant  event or transaction  which occurred
during  the  period.  The  following  list  can be used  as a  guide  but is not
exhaustive:  Acquisition or abandonment of resource  properties,  acquisition of
fixed  assets,  financing  and use of  proceeds,  management  changes,  material
contracts,  transactions  with related parties,  legal  proceedings,  contingent
liabilities,  default  under  debt or  other  contractual  obligations,  special
resolutions passed by shareholders.

<TABLE>
<CAPTION>

ISSUER DETAILS
-------------------------------------------------------------------------------------------------
NAME OF ISSUER                   ISSUER TELEPHONE NO.      QUARTER ENDED           DATE OF REPORT
                                                                                   Y  /  M  /  D
<S>                                 <C>                   <C>                      <C>
NU-DAWN RESOURCES INC.              250-756-0291          October 31, 1998           99/07/27
-------------------------------------------------------------------------------------------------
ISSUER'S ADDRESS                                                                    POSTAL CODE
102 Piper Crescent, Nanaimo BC                                                        V9T 3G3
-------------------------------------------------------------------------------------------------
CONTACT PERSON                  CONTACT'S POSITION             TELEPHONE NO.
Raynerd Carson                       President                (250) 756-0291
-------------------------------------------------------------------------------------------------
CERTIFICATE
The three schedules  required to complete this Quarterly Report are attached and
the disclosure contained therein has been approved by the Board of Directors.  A
copy of this Quarterly  Report will be provided to any  shareholder who requests
it.
-------------------------------------------------------------------------------------------------
DIRECTOR'S SIGNATURE                 FULL NAME                                     DATE SIGNED
                                                                                  Y   /  M  / D
RAYNERD B. CARSON (signed)        RAYNERD B. CARSON                               99 / 07 / 27
-------------------------------------------------------------------------------------------------
JAMES WADSWORTH (signed)          JAMES WADSWORTH                                 99 / 07 / 27
-------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


NU-DAWN RESOURCES INC.
Financial Statements
October 31, 1998 and 1997






         INDEX                                                       Page
         -----                                                       ----


         Auditors' Report to the Shareholders                         1

         Financial Statements

         Balance Sheets                                               2

         Statements of Income and Deficit                             3

         Statements of Cash Flows                                     4

         Notes to Financial Statements                               5-16




<PAGE>



AUDITORS' REPORT TO THE SHAREHOLDERS

We have audited the balance  sheet of Nu-Dawn  Resources  Inc. as at October 31,
1998 and the  statements  of income and deficit and cash flows for the year 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 audit.

We conducted our audit 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, 1998 and the
results of its  operations  and changes in its  financial  position for the year
then ended in accordance with generally accepted accounting principles.

The financial statements as at October 31, 1997 and for the two years then ended
were audited by other auditors who expressed an opinion  without  reservation on
those financial statements in their report dated February 13, 1998.



/s/  Smythe Ratcliffe


Chartered Accountants

Vancouver, British Columbia
July 16, 1999



COMMENTS BY AUDITORS FOR U.S. READERS ON
CANADA-U.S. REPORTING CONFLICT

In the U.S.,  reporting  standards  for  auditors  require  the  addition  of an
explanatory  paragraph  (following  the opinion  paragraph)  when the  financial
statements are affected by significant uncertainties such as that referred to in
the attached  balance sheets as at October 31, 1998 and described in notes 1 and
4 to the financial  statements.  Our report to the  shareholders  dated July 16,
1999 is expressed in accordance with Canadian  reporting  standards which do not
permit a  reference  to such an  uncertainty  in the  auditors'  report when the
uncertainty is adequately disclosed in the financial statements.


/s/  Smythe Ratcliffe

Chartered Accountants

Vancouver, British Columbia
July 16, 1999

                                                                               1

<PAGE>



NU-DAWN RESOURCES INC.
Balance Sheets (note 1)
October 31

================================================================================
                                                        1998           1997
--------------------------------------------------------------------------------
                                                                    (note 5)
Assets (note 8)

Current
  Cash                                              $    43,633    $    15,875
  Accounts receivable                                     4,595          4,680
  Due from related company (note 12 (d))                 16,919         10,648
------------------------------------------------------------------------------

                                                         65,147         31,203
Fixed (notes 4, 6 and 8)                              1,358,045      1,764,243
Resource Properties (notes 4 and 7)                     482,258        431,803
------------------------------------------------------------------------------

                                                    $ 1,905,450    $ 2,227,249
==============================================================================

Liabilities

Current
  Accounts payable                                  $   169,510    $   202,682
  Subscriptions received (note 10)                      150,000              0
  Loan payable to Premanco Industries Ltd. (note 8)     445,027              0
  Deferred revenue                                            0          4,952
------------------------------------------------------------------------------

                                                        764,537        207,634
Long-Term Debt (note 9)                                  50,000         50,000
------------------------------------------------------------------------------

                                                        814,537        257,634
------------------------------------------------------------------------------

Shareholders' Equity

Capital Stock (note 10)                               6,164,873      6,115,349
Deficit                                              (5,073,960)    (4,145,734)
------------------------------------------------------------------------------

                                                      1,090,913      1,969,615
------------------------------------------------------------------------------

                                                    $ 1,905,450    $ 2,227,249
==============================================================================


Approved by the Directors:


/s/  Raynerd B. Carson  Director


/s/  James  Wadsworth   Director


See notes to financial statements.
                                                                               2

<PAGE>
<TABLE>
<CAPTION>


NU-DAWN RESOURCES INC.
Statements of Income and Deficit
Years Ended October 31

================================================================================================================
                                                                 1998               1997               1996
----------------------------------------------------------------------------------------------------------------
                                                                                 (note 5)            (note 5)
<S>                                                         <C>                 <C>                 <C>
Revenues
  Interest and other                                        $      8,647        $      3,20         $        248
  Logging                                                              0                   0              14,379
----------------------------------------------------------------------------------------------------------------

                                                                   8,647               3,201              14,627
----------------------------------------------------------------------------------------------------------------

Expenses
  Consulting and management fees                                  44,910              30,200              26,784
  Interest and bank charges                                       32,710              10,269              14,613
  Accounting and administration                                   22,613              42,254              47,781
  Travel and promotion                                            19,629              11,869              34,982
  Vehicle and fuel                                                14,826              24,972              33,844
  Office and sundry                                               13,665              21,692              31,965
  Professional fees                                               12,321              97,524              83,400
  Rent                                                            12,000              16,160              15,200
  Transfer agent, filing fees and printing                        11,878              17,430              12,210
  Telephone and fax                                                9,266              11,690              11,637
  Corporation capital tax                                          1,000               9,229               7,500
  Exploration                                                         65              32,601                   0
  Depreciation                                                     1,277               1,597               1,978
----------------------------------------------------------------------------------------------------------------

                                                                 196,160             327,487             321,894
----------------------------------------------------------------------------------------------------------------

Loss Before Other Items                                         (187,513)           (324,286)           (307,267)
----------------------------------------------------------------------------------------------------------------

Other Items
  Loss on Lawsuit (note 8)                                       450,000                   0                   0
  Write-down of Fixed Assets                                     350,055             860,439                   0
  Write-down of (Recovery from) Resource Properties              (59,342)            654,179                   0
-----------------------------------------------------------------------------------------------------------------

                                                                 740,713           1,514,618                   0
----------------------------------------------------------------------------------------------------------------

Net Loss for Year                                               (928,226)         (1,838,904)           (307,267)
Deficit, Beginning of Year                                    (4,145,734)         (2,306,830)         (1,999,563)
----------------------------------------------------------------------------------------------------------------

Deficit, End of Year                                        $ (5,073,960)       $ (4,145,734)       $ (2,306,830)
================================================================================================================

Net Loss Per Share                                          $      (0.03)       $      (0.07)       $      (0.01)
================================================================================================================

Weighted Average Number of Shares                             27,661,811          26,097,719          24,089,405
Outstanding
================================================================================================================



See notes to financial statements.
                                                                                                               3

<PAGE>



NU-DAWN RESOURCES INC.
Statements of Cash Flows
Years Ended October 31

=============================================================================================================
                                                                  1998              1997              1996
-------------------------------------------------------------------------------------------------------------
                                                                                  (note 5)          (note 5)
Cash Used In Operating Activities
  Net loss                                                     $  (928,226)      $(1,838,904)      $  (307,267)
  Items not involving cash
    Depreciation                                                     1,277             1,597             1,978
    Write-down of fixed assets                                     350,055           860,439                 0
    Write-down of resource properties                                    0           654,179                 0
--------------------------------------------------------------------------------------------------------------

                                                                  (576,894)         (322,689)         (305,289)
--------------------------------------------------------------------------------------------------------------

Changes in Non-Cash Working Capital
  Accounts receivable                                                   85                79            (1,715)
  Accounts payable                                                 (33,172)           43,877             9,621
  Subscriptions received                                           150,000                 0                 0
  Deferred revenue                                                  (4,952)                0            (3,548)
--------------------------------------------------------------------------------------------------------------

                                                                   111,961            43,956             4,358
--------------------------------------------------------------------------------------------------------------

                                                                  (464,933)         (278,733)         (300,931)
--------------------------------------------------------------------------------------------------------------

Investing Activities
  Proceeds on sale of fixed assets                                  75,491                 0            31,149
  Additions to fixed assets and deferred costs                     (20,625)          (25,759)          (14,152)
  Expenditures relating to resource
    properties, net of recoveries                                  (50,455)         (165,967)         (221,264)
--------------------------------------------------------------------------------------------------------------

                                                                     4,411          (191,726)         (204,267)
--------------------------------------------------------------------------------------------------------------

Financing Activities
  Advances to related parties                                       (6,271)           (7,362)          (16,549)
  Loan payable to Premanco Industries Ltd., net                    445,027                 0                 0
  Capital stock issued                                              49,524           471,448           438,031
--------------------------------------------------------------------------------------------------------------

                                                                   488,280           464,086           421,482
--------------------------------------------------------------------------------------------------------------

Increase (Decrease) in Cash                                         27,758            (6,373)          (83,716)
Cash, Beginning of Year                                             15,875            22,248           105,964
--------------------------------------------------------------------------------------------------------------

Cash, End of Year                                              $    43,633       $    15,875       $    22,248
==============================================================================================================

Supplemental Disclosure of Cash Flow
Information
  Interest Paid During Year                                    $    13,281       $    10,269       $    14,613
==============================================================================================================


See notes to financial statements.
                                                                                                             4
</TABLE>

<PAGE>



NU-DAWN RESOURCES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

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  $928,226
         (accumulated losses from inception of the Company total $5,073,960) and
         at October 31, 1998 has an excess of liabilities over current assets of
         $749,390.  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.       BASIS OF PRESENTATION

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

3.       SIGNIFICANT ACCOUNTING POLICIES

         (a)      Use of estimates

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












                                                                               5

<PAGE>

NU-DAWN RESOURCES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

3.       SIGNIFICANT ACCOUNTING POLICIES (Continued)

         (b)      Fixed assets

                    H.B.  Mill and land  are  recorded  at  original  cost  less
                    writedowns of $1,210,494  (1997 - $860,439) to  management's
                    best estimate of the net recoverable amount.

                    Other  fixed  assets  are  recorded  at  cost.   Direct  net
                    expenditures  incurred on the H.B.  Mill are deferred in the
                    accounts. Depreciation is calculated on office equipment and
                    automobiles  at 20% per annum  using  the  declining-balance
                    method. No depreciation has been charged on H.B. Mill as the
                    asset is not in production.

         (c)      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.

         (d)      Financial instruments

                    The Company's  financial  instruments include cash, accounts
                    receivable, due from related company, accounts payable, loan
                    payable to Premanco  Industries Ltd., and long-term debt. It
                    is  management's  opinion that the Company is not exposed to
                    significant interest,  currency or credit risks arising from
                    these  financial  instruments.   The  fair  value  of  these
                    financial statements approximate their carrying values.

         (e)      Net loss per share

                    Net loss per share  computations  are based on the  weighted
                    average number of common shares outstanding during the year.



                                                                               6

<PAGE>



NU-DAWN RESOURCES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

4.       REALIZATION OF ASSETS

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

5.       COMPARATIVE FIGURES

         The  comparative  figures were reported on by another firm of chartered
         accountants  as at and for the years  ended  October 31, 1997 and 1996.
         Certain of the comparative figures are reclassified to conform with the
         current year's presentation.

6. FIXED ASSETS (note 8)
<TABLE>
<CAPTION>

================================================================================================
                                                1998                                 1997
------------------------------------------------------------------------------------------------
                                            Accumulated
                           Cost             Depreciation           Net                 Net
------------------------------------------------------------------------------------------------
                                                                                     (note 5)

<S>                      <C>               <C>                 <C>                <C>
H.B. Mill and            $   1,352,934     $         0      $     1,352,934       $    1,757,855
land
Office                           9,803           7,036                2,767                3,458
equipment
Automobiles                     17,219          14,875               2,344                 2,930
------------------------------------------------------------------------------------------------

                         $   1,379,956     $    21,911      $     1,358,045       $    1,764,243
================================================================================================










                                                                                               7

<PAGE>


NU-DAWN RESOURCES INC.
Notes to Financial Statements
Years Ended October 31

====================================================================================================================================

7.       RESOURCE PROPERTIES

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

Balance, October 31, 1996
(note 5)                          $  175,012       $285,136   $242,160      $168,753      $33,905    $15,049          $0    $920,015

Geological consultants                     0              0        610        44,725            0          0           0      45,335
Legal and management                       0              0          0        32,798            0          0           0      32,798
Travel                                     0              0          0        28,452        3,489          0           0      31,941
Permits, appeals                           0              0          0        22,363            0          0           0      22,363
Option payments                            0              0      2,000             0            0          0      10,000      12,000
Rent                                       0              0          0        11,629            0          0           0      11,629
Public relations                           0              0          0        10,734            0          0           0      10,734

Vehicle expense                            0              0          0         5,744            0          0           0       5,744
Miscellaneous                              0              0          0         3,277          123          0          23       3,423
Write down of resource
  properties                       (165,012)      (285,136)  (188,982)             0            0   (15,049)           0   (654,179)
Transfer to fixed assets
  and deferred costs                (10,000)              0          0             0            0          0           0    (10,000)
------------------------------------------------------------------------------------------------------------------------------------

Balance, October 31, 1997 (note 5)         0              0     55,788       328,475       37,517          0      10,023     431,803
------------------------------------------------------------------------------------------------------------------------------------

Option payments                            0              0      2,000             0            0          0      10,000      12,000
Travel                                     0              0          0        10,795          282          0         291      11,368
Legal and management                       0              0          0         7,748            0          0           0       7,748
Permits                                    0              0          0         7,748            0          0           0       7,748
Rent                                       0              0          0         5,165            0          0           0       5,165
Vehicle expense                            0              0          0         5,165            0          0           0       5,165
Miscellaneous                              0              0          0           822          238          0           0       1,060
Geological consultants                     0              0          0            39            0          0         162         201
------------------------------------------------------------------------------------------------------------------------------------

                                           0              0      2,000        37,482          520          0      10,453      50,455
------------------------------------------------------------------------------------------------------------------------------------


Balance, October 31, 1998         $        0             $0    $57,788      $365,957      $38,037         $0     $20,476    $482,258
====================================================================================================================================


                                                                                                                                   8
</TABLE>

<PAGE>



NU-DAWN RESOURCES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================


7.       RESOURCE PROPERTIES

         (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.  During 1997 the Company
                  wrote off the cost of its interest in this 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 1997 the Company
                  wrote off the cost of its interest in this property.

         (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 remaining  balance of $57,788  represents  the
                  cost  of the  Company's  interest  in the  option  to  acquire
                  mineral claims in the Prince Albert Mining District.

                  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 1997, the
                  Company allowed the permits to lapse and wrote off the cost of
                  the investment in those permits.

         (d)      Guanacaste, Costa Rica

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

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





                                                                               9

<PAGE>



NU-DAWN RESOURCES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================


7.       RESOURCE PROPERTIES (Continued)

         (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
                  property costs include $21,000 charged by Pan- Oro S.A.


         (f)      Sukut, Costa Rica

                  The Company  entered into an option  agreement dated April 24,
                  1996 for the  acquisition  of the mineral  exploration  permit
                  (ID# 6200) over an area of eighteen square  kilometres  within
                  the 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  1997  the  permit  was
                  withdrawn  by the Costa  Rican  authorities.  The  Company has
                  written off the cost of its interest in this property.

         (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:

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

                  ii)     $10,000 on or before March 15, 1998 (paid);

                  iii)    $50,000 on or before September 15, 1998 (unpaid); and,

                  iv)     $1,000,000 on or before September 15, 1999.

                  After  the  Company  has  recovered  all  its   pre-production
                  expenditures  on the  property,  it will  pay 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.

                  The Company has not made the $50,000 payment due September 15,
                  1998 pursuant to the above  agreement.  Subsequent to the year
                  end, the Company made a payment of $8,000 to the optionor.

                                                                              10

<PAGE>


NU-DAWN RESOURCES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

7.       RESOURCE PROPERTIES (Continued)

         (h)      Kootenay, British Columbia

                  In the prior years, the Company sold its 100% working interest
                  in certain Crown granted  mineral claims located in the Nelson
                  Mining  Division,  Kootenay  District,  British  Columbia  for
                  $12,000 and royalty of 1.5% of net smelter returns from future
                  production, if any, and wrote off its investment.

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

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

         The lawsuit was settled  during 1998.  The Company is liable for unjust
         enrichment   of  $450,000.   Premanco  has  accepted  as  settlement  a
         promissory  note for  $450,000,  secured by a mortgage on the H.B. Mill
         property and a security agreement over all equipment and chattels, with
         interest at prime plus 2%, due September 30, 1999.

         Premanco shall have no right to enforce any judgement  obtained against
         the Company under this promissory note against any assets or properties
         of the Company other than those  specified in the settlement  agreement
         made between Premanco and the Company.

9.       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.














                                                                              11

<PAGE>



NU-DAWN RESOURCES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

10.      CAPITAL STOCK

         (a)      Authorized
                    50,000,000    Common shares without par value

         (b)      Issued


                                                      Number
                                                     of Shares         Amount
--------------------------------------------------------------------------------

Balance, October 31, 1996                            24,809,993 $     5,643,901

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

Balance, October 31, 1997 (note 5)                   27,493,104       6,115,349
Issued for cash on exercise of warrants                 330,166          49,524
Escrow shares cancelled and returned to               (412,500)               0
treasury
-------------------------------------------------------------------------------

Balance, October 31, 1998                            27,410,770 $     6,164,873
===============================================================================


         (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 an additional  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,  1998,  366,333
                  (1997 -  696,499)  of the  share  purchase  warrants  remained
                  unexercised.

         (d)      Stock  options  outstanding  to directors  and employees as at
                  October 31, 1998 and 1997 were as follows:

================================================================================
                                               Number of Shares
Expiry Date               Exercise Price     1998            1997
--------------------------------------------------------------------------------
                                                           (note 5)

July 15, 2001                 $ 0.15         100,000         100,000
August 20, 2002               $ 0.15       1,200,000         120,000
October 7, 2002               $ 0.15         100,000         100,000
================================================================================










                                                                              12

<PAGE>



NU-DAWN RESOURCES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================

10.      CAPITAL STOCK (Continued)

         (e)      Share  purchase  warrants  outstanding  as at October 31, 1998
                  were as follows:

================================================================================
                                                    Number of Shares
                               Exercise
Expiry Date                     Price            1998             1997
--------------------------------------------------------------------------------
                                                                 (note 5)

May 29, 1998 (expired)          $ 0.50          384,505           384,505
April 28, 1999 (expired         $ 0.15          366,333           696,499
subsequent to year end)
================================================================================


         (f)   The  Company  entered  into  a  Private  Placement   Subscription
               Agreement with Investors First S.A.,  Panama,  on April 15, 1998.
               Under  the  terms  of  the  agreement,  the  Company  will  issue
               1,000,000 units for proceeds of $150,000.  Each unit is comprised
               of one common share and one share  purchase  warrant.  Each share
               purchase  warrant  enables the holder to acquire  one  additional
               common  share at $0.15  during the first year and at $0.18 during
               the second year.

               This transaction was approved by the British Columbia  Securities
               Commission subsequent to the year end and 1,000,000 common shares
               were issued on November 9, 1998.


11.      SUBSEQUENT EVENT

         The Company changed its name to World Ventures Inc. on June 30, 1999.


12.      RELATED PARTY TRANSACTIONS

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


                                  1998               1997            1996
-----------------------------------------------------------------------------
                                                 (note 5)          (note 5)

Consulting and management      $     39,910             $0                $0
fees
Rent                                 12,000         16,160            15,200
Accounting and administration             0          3,320            12,264
fees
=============================================================================

         (b)   Accounts  receivable  includes $2,988 due from a director (1997 -
               $2,988).

         (c)   Accounts  payable  includes  $31,000  (1997 - $19,000)  due to an
               individual  related to the  President  of the  Company and $4,900
               (1997 - Nil) due to a  director  of the  Company  for  commission
               related to sale of property.


                                                                              13

<PAGE>



NU-DAWN RESOURCES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================


         (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.


13.      INCOME TAX LOSSES

         The Company has operating  losses which may be carried forward to apply
         against  future  years  income for Canadian  income tax  purposes.  The
         benefits  of  these  losses  have not been  recorded  in the  financial
         statements. These losses expire as follows:

================================================================================
Available to                                                        Amount
--------------------------------------------------------------------------------

1999                                                               $108,000
2000                                                                 25,000
2001                                                                 24,000
2002                                                                 18,000
2003                                                                 14,000
2004                                                                323,000
2005                                                                636,000
--------------------------------------------------------------------------------

                                                                 $1,148,000
================================================================================

14.      UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

         The Year 2000 Issue arises  because many  computerized  systems use two
         digits rather than four to identify a year. Date sensitive  systems may
         recognize the year 2000 as 1900 or some other date, resulting in errors
         when  information  using year 2000  dates is  processed.  In  addition,
         similar  problems may arise in some systems  which use certain dates in
         1999 to represent  something other than a date. The effects of the Year
         2000 Issue may be experienced before, on, or after January 1, 2000 and,
         if not addressed,  the impact on operations and financial reporting may
         range from minor  errors to  significant  systems  failure  which could
         affect an entity's ability to conduct normal business operations. While
         the  Company  has a plan to  address  the Year  2000  Issue,  it is not
         possible  to be certain  that all  aspects of the issue  affecting  the
         Company,   including   those  related  to  the  efforts  of  customers,
         suppliers, or other third parties, will be fully resolved.











                                                                              14

<PAGE>



NU-DAWN RESOURCES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================


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

         (a)      Recent accounting pronouncements

                  (i)      Earnings per share

                           In February 1997, the Financial  Accounting Standards
                           Board   ("FASB")   issued   Statement   of  Financial
                           Accounting Standard No. 128, (SFAS 128) "Earnings per
                           Share".  The  statement  is effective  for  financial
                           statements  for periods  ending  after  December  15,
                           1997,  and changes the method in which  earnings  per
                           share will be determined.  The Company's  adoption of
                           SFAS  128  for  U.S.  GAAP  purposes  results  in  no
                           difference in net loss per share disclosure.

                  (ii)     Income tax

                           Under Canadian  GAAP, the future tax benefit  related
                           to  non-capital  loss  carry  forwards  have not been
                           recorded in the accounts.  Under U.S. GAAP, companies
                           must  follow  the   requirements   of   Statement  of
                           Financial  Accounting  Standards  No.  109 (SFAS 109)
                           which requires the use of the asset/liability  method
                           of measurement of tax  liabilities,  wherein deferred
                           tax assets are  recognized  as well as  deferred  tax
                           liabilities.

                           The Company has  significant  non-capital  loss carry
                           forwards  (note  13).  SFAS  109  would  require  the
                           recognition  of a long-term  tax asset for the future
                           benefit  expected from the application of these carry
                           forwards  to  future   profitable  years.  If  it  is
                           expected that the entire amount of  non-capital  loss
                           carry forwards will not be utilized, then a valuation
                           allowance is applied to the asset to reasonably state
                           the  asset at its  expected  value.  Under  SFAS 109,
                           disclosure of the amount of the  valuation  allowance
                           is required.  As at October 31, 1998,  the  valuation
                           allowance is equal to 100% of the deferred tax asset.
                           Changes  in the  value  of  the  deferred  asset  are
                           recognized each year as income tax expense.














                                                                              15

<PAGE>


NU-DAWN RESOURCES INC.
Notes to Financial Statements
Years Ended October 31

================================================================================


         (b)      Stock options

                  The Company has granted  directors and certain employees stock
                  options. Stock option activity is summarized as follows:

================================================================================
                                              Number of             Exercise
                                                Shares               Price
--------------------------------------------------------------------------------

Balance, October 31, 1995                        150,000              $ 0.17
1996 - Granted                                    50,000              $ 0.35
1996 - Granted                                   200,000              $ 0.33
1996 - Granted                                    50,000              $ 0.38
1996 - Exercised                                (50,000)              $ 0.15
--------------------------------------------------------------------------------

Balance, October 31, 1996                        400,000              $ 0.30
1997 - Cancelled                                (50,000)              $ 0.35
1997 - Cancelled                               (200,000)              $ 0.33
1997 - Cancelled                                (50,000)              $ 0.38
1997 - Expired                                 (100,000)              $ 0.18
1997 - Granted                                 1,400,000              $ 0.15
--------------------------------------------------------------------------------

Balance, October 31, 1997 and 1998
================================================================================



                  In  1995  the  FASB  issued  SFAS  No.  123   "Accounting  for
                  Stock-Based  Compensation",  which contains a fair value-based
                  method for valuing stock-based  compensation that entities may
                  use. This measures  compensation  cost at the grant date based
                  on  the  fair  value  for  the  award.  Compensation  is  then
                  recognized  over the  service  period,  which is  usually  the
                  vesting period. For U.S. GAAP purposes management accounts for
                  options  under APB Opinion No. 25. As option  exercise  prices
                  approximate   market   price  on  the  dates  of  grants,   no
                  compensation  expense has been recognized.  If the alternative
                  accounting-related provisions of SFAS No. 123 had been adopted
                  as of the beginning of 1996, the effect on 1998, 1997 and 1996
                  U.S. GAAP net loss per share would have been immaterial.


                                                                              16

<PAGE>







<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.


Raynerd B. Carson (signed)                                     July 27, 1999
-------------------------                                      -------------
Raynerd B. Carson, President                                       Date