<PAGE>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 20-F


[ ]      REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                                       OR

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

         For the fiscal year ended October 31, 2001

                                       OR

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

         For the transition period from ______________ to ______________

         Commission file number _______________

                            ACHIEVA DEVELOPMENT CORP.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                            ACHIEVA DEVELOPMENT CORP.
                 -----------------------------------------------
                 (Translation of Registrant's name into English)

                            British Columbia, Canada
                 -----------------------------------------------
                 (Jurisdiction of incorporation or organization)

                       905 West Pender Street, Suite 201,
                       Vancouver, British Columbia V6C 3L6
                    ----------------------------------------
                    (Address of principal executive offices)

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

                                      None

        Securities to be registered pursuant to Section 12(g) of the Act:

                           Common Stock - no par value
                           ---------------------------
                                (Title of Class)


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

                                      None



<PAGE>

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.

<Table>
<Caption>
                  Class                                       Stock Outstanding
                  -----                                       -----------------
<S>                                                           <C>
                  Common Stock                                 14,007,350
                  Class A Preferred Stock                               0
                  Class B Preferred Stock                               0
</Table>

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 12 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 [ ] Item 18 [X]



<PAGE>

                          GLOSSARY OF SIGNIFICANT TERMS

Certain mineral exploration terms used in this Annual Report are defined as
follows:

Anomalous                  A value that is unusually elevated compared to other
                           values in the same data set.

Claim                      Mining right that grants holder the exclusive right
                           to search, within a given territory, for any mineral
                           substance. May exclude peat, sand, clay, gravel,
                           hydrocarbons, brine and stone used for industrial
                           purposes.

Core                       The long cylindrical piece of rock recovered by
                           diamond drilling.

Core sample                Cylindrical sample of rock taken from the ground by
                           drilling for research and exploration purposes.

Diamond                    The hardest and most brilliant of all precious gems.
                           Drills are equipped with diamond tips in order to cut
                           through hard rock.

Diamond Drilling           A variety of rotary drilling in which diamond bits
                           are used as the rock cutting tool. It is a common
                           method of prospecting for mineral deposits.

Drilling                   Piercing a hole in rock. In exploration, drilling
                           allows for samples of the rock to be taken.

Exploration                The search for mineral deposits up to discovery and
                           includes the deliniation of the deposit by means of
                           drilling and sampling.

Fugitive Dust              Fine particulate material that originates from
                           storage, handling and hauling of aggregate materials,
                           construction or demolition activities, land clearing
                           and exposed surfaces, roadways, mining activities,
                           tailing piles and ponds, including any activity that
                           results in uncontrolled, airborne fine particulate.

Kilometer                  1,000 meters; approximate equivalent equals 0.62
                           mile.

Lode                       A tabular deposit between definite walls.

Mineral deposit            Mineralized mass that may be economically valuable,
                           but whose characteristics require more detailed
                           information. An ore body being mined may be called a
                           deposit.

Mineralization             The process of formation of minerals in a specific
                           area or geological formation.

Ore                        A natural aggregate of one or more minerals or from
                           which one or more minerals can be extracted.

Patent                     Conveyance of title to government land.

Patented                   Is a mining claim that grants the surface and mineral
                           rights to a private owner.

Prospecting                In the broad sense, prospecting refers to
                           exploration. In the strict sense, prospecting
                           describes the search for surface mineralized showings
                           (by prospectors).

Quadrangle                 A tract of the land in the U.S. Governmental Survey
                           System measuring 24 miles on each side of the square,
                           sometimes referred to as a "check".



                                       1
<PAGE>

Staking                    The setting out of the boundaries of a mining claim
                           by marking [blazing or flagging] lines and erecting
                           and tagging posts.

Subcrop                    A subsurface outcrop that describes the limits of an
                           unconfined truncated rock unit at the buried surface
                           of an unconformity.

Sulfide                    A mineral consisting of a metal atom bonded to a
                           sulfur atom.

Unconformity               A substantial gap or break in the geological record
                           where a rock unit is overlain by another that is not
                           next in succession.

Vein                       A deposit of foreign minerals within a rock fracture
                           or joint.



                                       2
<PAGE>

                                     PART 1

ITEM 3. KEY INFORMATION

All dollar amounts set forth in this Annual Report are in Canadian Dollars,
except where otherwise indicated. The following table sets forth (i) the
exchange rates for the Canadian Dollar, expressed in United States Dollars, in
effect at the end of each of the financial periods indicated; (ii) the average
exchange rates based on the last day of each month during such periods; and
(iii) the high and low exchange rates during such periods, in each case based on
the noon buying rate in New York City for cable transfers in Canadian dollars,
as certified for customs purposes by the Federal Reserve Bank of New York. The
exchange rate for the Canadian Dollar, expressed in United States Dollars as of
May 13, 2002 is US$0.6417.


<Table>
<Caption>
                                                 MONTHS OF
                           -----------------------------------------------------
                           10/01   11/01   12/01    1/01    2/02    3/02    4/02
                           -----   -----   -----   -----   -----   -----   -----
<S>                        <C>     <C>     <C>     <C>     <C>     <C>     <C>
High                       .6419   .6362   .6397   .6690   .6695   .6502   .6397
Low                        .6302   .6242   .6267   .6596   .6297   .6340   .6252
</Table>


<Table>
<Caption>
                                                                       YEARS ENDED OCTOBER 31,
                                                             ------------------------------------------
                                                              1997     1998     1999     2000     2001
                                                             ------   ------   ------   ------   ------
<S>                                                          <C>      <C>      <C>      <C>     <C>
Average High/Low exchange rate(1)                             .7241    .6816    .6691    .6775    .6492

</Table>

(1) Calculated by using the average of the exchange rates on the last day of
each month during the period.

A. SELECTED FINANCIAL DATA

The following table sets forth certain selected consolidated financial
information with respect to the Company for the periods indicated. It should be
read in conjunction with Item 5 and the Company's consolidated financial
statements. The selected financial data is not necessarily indicative of the
Company's future results of operations or financial condition, and should be
read in conjunction with Item 5.

The Company's 2001, 2000 and 1999 consolidated financial statements and
information presented below for 1998, have been prepared in accordance with
United States generally accepted accounting principles. Information presented
below for the fiscal year 1997 has been prepared in accordance with generally
accepted accounting principals in Canada. Had they been prepared in accordance
with accounting principles generally accepted in the United States, no
significant difference in measurement of income, results or operation or
shareholders' equity would have resulted.



                                       3
<PAGE>

<Table>
<Caption>
                         YEAR ENDED      YEAR ENDED     YEAR ENDED      YEAR ENDED      YEAR ENDED
                         OCTOBER 31,     OCTOBER 31,    OCTOBER 31,     OCTOBER 31,     OCTOBER 31,
                            2001            2000           1999            1998            1997
                        ------------    ------------   ------------    ------------    ------------
<S>                     <C>             <C>
INCOME STATEMENT

    Interest and
    other income        $     51,433    $     27,136             --              --              --
    Operating
    Expense             $    111,150    $    124,190   $   (275,109)   $   (183,049)   $    (14,751)
    Gain on Sale of
       Investments                --    $    114,138   $    140,442              --              --


    Gain on sale of
       exploration
       project                    --              --             --    $    321,750              --

    Net Income (Loss)   $    (59,717)   $     17,084   $   (134,667)   $    138,701    $    (14,751)

    Net Income
    (Loss) per share    $      (0.01)   $       0.01   $      (0.01)   $       0.02    $      (0.01)


BALANCE SHEET DATA

Investments             $     29,097    $     76,400   $    439,183    $    321,750              --


    Other assets        $    768,750    $    795,244   $     96,458    $     42,321    $     63,630

    Total Assets        $    797,847    $    871,644   $    535,641    $    364,071    $     63,630

    Long Term Debt                --              --             --              --              --

    Shareholders'
    Equity
    (Deficiency)        $    766,886    $    855,453   $    435,333    $    318,764    $    (52,439)

    Common Shares
    Outstanding           14,007,350      14,007,350      9,947,350       9,877,350       8,160,683

</Table>

B. CAPITALIZATION AND INDEBTEDNESS

Not Applicable.

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not Applicable.



                                       4
<PAGE>

D. RISK FACTORS

RISK FACTORS RELATING TO MINERAL EXPLORATION.

The Company is subject to a number of significant risks associated with the
exploration for gold and other precious minerals. The Company is also subject to
significant risks because it is an exploration stage company and has never had
sales nor generated revenue from its operations. The following discussion
identifies various risks in these categories, some of which are discussed at
greater length elsewhere herein. The order in which the various risks is
discussed is not intended to indicate their relative importance or likelihood of
occurrence. These factors should be kept in mind when reviewing all the
information contained herein.

INHERENT UNCERTAINTY OF MINERAL EXPLORATION AND MINING. The exploration of
mineral deposits involves significant financial risks over a significant period
of time, which even a combination of careful evaluation, experience and
knowledge may not eliminate. While discovery of a mineral-bearing structure may
result in substantial rewards, few properties which are explored are ultimately
developed into producing mines. Major expenses may be required to establish
reserves by drilling and to construct mining and processing facilities at a
site. It is impossible to ensure that the current or proposed exploration
programs on properties in which the Company has an interest will result in
profitable commercial mining operations.

         Whether a mineral deposit will be commercially viable depends on a
number of factors, some of which are the particular attributes of the deposit,
such as its size and grade, proximity to infrastructure, financing costs and
governmental regulations, including regulations relating to prices, taxes,
royalties, infrastructure, land use, importing and exporting of gold and
environmental protection. The effect of these factors cannot be accurately
predicted, but the combination of these factors may result in the Company not
receiving an adequate return on invested capital.

         The inherent uncertainty of exploration programs and the risks
involved, as well as compliance with governmental regulations, all contribute to
the risk that any exploration program conducted by the Company may require
substantially more financial resources than the Company originally planned.
There can be no assurance that additional financing for a given exploration
program will be available when needed or on terms acceptable to the Company.

EXPLORATION STAGE COMPANY; HISTORY OF LOSSES. The Company is an exploration
stage company focusing on mineral recovery with limited financial resources and
no source of operating cash flow. The Company can give no assurance that
additional funding will be available for further exploration or mineral
recovery. The Company has had no sales and generated no revenue from its
operations and, since its inception, has incurred significant losses. None of
the Company's investment properties are known to have any economically viable
mineral deposits, and there is no assurance that the Company will discover one.

RISKS OF MINERAL EXPLORATION; LACK OF INSURANCE. The Company does not have any
insurance policy covering accidents that could occur during its mineral
exploration programs. The operations of the Company are subject to the hazards
and risks normally incident to exploration of minerals, any of which could
result in damage to life or property, environmental damage and possible legal
liability for such damage. The activities of the Company may be subject to
prolonged disruptions due to weather conditions depending on the location of
operations in which the Company has interests. Hazards, such as unusual or
unexpected formations, rock bursts, pressures, cave-ins, fires, flooding,
earthquakes or other conditions may be encountered in the drilling and removal
of material. While the Company may determine to obtain insurance against certain
risks as it deems necessary, the nature of these risks are such that liabilities
could exceed policy limits or could be excluded from coverage. There are also
risks against which the Company cannot insure or against which it may elect not
to insure. The potential costs which could be associated with any liabilities
not covered by insurance or in excess of insurance coverage or compliance with
applicable laws and regulations may cause substantial delays and require
significant capital outlays, adversely affecting its financial position. In
addition, should such liabilities arise, they could decline in the value of the
securities of the Company.

LICENSES AND PERMITS. The Company holds a Certificate of Authority to Transact
Business in the State of Alaska. The Company believes that it holds all
necessary licenses and permits under applicable laws and regulations and
believes it is presently complying in all material respects with the terms of
such licenses and permits. However, such



                                       5
<PAGE>

licenses and permits are subject to change in various circumstances. There can
be no guarantee that the Company will be able to obtain or maintain all
necessary licenses and permits that may be required to explore and develop its
property, commence construction or operation of mining facilities and properties
under exploration or maintain continued operations that economically justify the
cost.

TITLE TO PROPERTY; NO TITLE EXAMINATION. The validity of mining claims may, in
certain cases, be uncertain and is subject to being contested. Risk exists that
title may be defective or have certain liens or encumbrances attached, and that
the Company could lose its interest in any mining claim it should acquire.

The Company may acquire interests in unpatented lode mining claims. Unpatented
mining claims may be located on U.S. federal public lands open to appropriation,
and may be either lode claims or placer claims depending upon the nature of the
deposit within the claim. In addition, unpatented millsite claims, which may be
used for processing operations or other activities ancillary to mining
operations, may be located on federal public lands that are non-mineral in
character. Unpatented mining claims and millsites are unique property interests,
and are generally considered to be subject to greater title risk than other real
property interests because the validity of unpatented mining claims is often
uncertain and is always subject to challenges of third parties or contests by
the federal government of the United States. The validity of an unpatented
mining claim, in terms of both its location and its maintenance, is dependent on
strict compliance with a complex body of U.S. federal and state statutory and
decisional law. In addition, there are few public records that definitively
control the issues of validity and ownership of unpatented mining claims.

PROJECTIONS AND ESTIMATES. The Company's anticipated costs of exploration of the
mineral properties may change significantly once exploration commences.
Moreover, given the competitive environment and the start-up and other risks
associated with the Company's proposed mining, the Company's future operating
results are highly conditional and could fluctuate significantly.

GOVERNMENT REGULATIONS. While the Company believes it is in compliance with all
applicable laws in regulations in the jurisdictions where the Company is
operating, the current and future operations of the Company may require
additional licenses or permits from various governmental authorities. There can
be no assurance that the Company will be able to obtain all necessary licenses
and permits that may be required to carry out its exploration activities.

         The Company's operations may be subject to environmental regulations
promulgated by government agencies from time to time. Environmental legislation
provides for restrictions and prohibitions on spills, release or emissions of
various substances produced in association with certain mining industry
operations, such as seepage from tailings disposal areas, which would result in
environmental pollution. A breach of such legislation may result in imposition
of fines and penalties. In addition, certain types of operations require the
submission and approval of environmental impact assessments. Environmental
legislation is evolving in a manner, which means stricter standards,
enforcement, fines and penalties for non-compliance are more stringent.
Environmental assessments of proposed projects carry a heightened degree of
responsibility for companies and directors, officers and employees. The cost of
compliance with changes in governmental regulations has a potential to reduce
the profitability of operations. The Company does not maintain environmental
liability insurance.

         The current or future operations of the Company, including development
activities and commencement of production on its properties, require permits
from various federal, state and local governmental authorities and such
operations are and will be governed by laws and regulations regarding waste
disposal, toxic substances, land use, environmental protection, development,
labor standards, occupational health, mine safety and other matters. Companies
engaged in the development and operation of mines or related facilities may
experience increased costs, delays in production and shut down of operations as
a result of compliance requirements under applicable laws, regulations and
permits. Additional permits or agency approvals may be necessary prior to
completing certain operations on the Company's mining properties. There can be
no guarantee that the Company will be able to obtain or maintain all necessary
permits or approvals that may be required for development or operation of the
mining facilities on terms which enable operations to be conducted at
economically justifiable costs.

COMPETITION. The mineral industry is intensely competitive in all its phases.
The Company competes with many companies possessing greater financial resources
and technical facilities than itself for the acquisition of mineral concessions,
claims, leases and other mineral interests as well as for the recruitment and
retention of qualified



                                       6
<PAGE>

employees. However, due to the currently depressed market for base and precious
metals, the Company does not believe that competition will be a factor which
confines its ability to retain qualified geologists and consultants, or to
acquire interests in mineral properties with significant potential.

PASSIVE FOREIGN INVESTMENT COMPANY. If the Company is deemed to be a "Passive
Foreign Investment Company," then a shareholder of the Company that is a United
States resident could be liable to pay tax at the then prevailing rates on
ordinary income plus an interest charge upon certain distributions by the
Company or when that shareholder sold the Company's common stock at a gain (See,
Item 7 - "Passive Foreign Investment Company Considerations").

VOLATILITY OF STOCK PRICE. The market prices of securities of companies whose
future operating results are highly dependent on specific developments, such as
locating and recovering economically viable mineral deposits are often highly
volatile. Announcements concerning exploration or mining progress or delays, or
related governmental actions, developments in the mining industry generally,
announcements by the Company or by competitors, results of the Company's
operations and stock market conditions generally may have a significant impact
on the market price of the Company's common stock.

VOLATILITY OF MINERAL PRICES. The Company is exploring for gold and other
precious minerals. The profitability of any gold mining operations in which the
Company has an interest will be significantly affected by changes in the market
price of gold. Gold prices fluctuate on a daily basis and are affected by
numerous factors beyond the control of the Company. The level of interest rates,
the rate of inflation, world supply of gold and stability of exchange rates can
all cause significant fluctuations in gold prices. Such external economic
factors are in turn influenced by changes in international investment patterns
and monetary systems and political developments. The price of gold has
fluctuated widely and future serious price declines could cause continued
commercial production to be impractical. Depending on the price of gold, cash
flow from mining operations may not be sufficient. If, as a result of a decline
in gold prices, revenues from metal sales were to fall below cash operating
costs, production might be discontinued.

ENVIRONMENTAL MATTERS. Upon commencing mining operations in the U.S., the
Company may become subject to the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended ("CERCLA"). CERCLA requires
cleanup of sites from which there has been a release or threatened release of
hazardous substances and authorizes the EPA to take any necessary actions,
including ordering potentially responsible parties ("PRPs") to clean up or
contribute to the cleanup of a Superfund site. PRPs are broadly defined under
CERCLA, and include past and present owners and operators of a site. Courts have
interpreted CERCLA to impose strict, joint and several liability upon all
persons liable for response costs.

         Releases from any of the Company's properties due to past or current or
future activities could form the basis for liability under CERCLA and its state
analogs. In addition, off-site disposal of hazardous substances, including
hazardous mining wastes, may subject the Company to CERCLA liability.

         Amendments to current laws, regulations and permits governing mining
activities could have a material adverse impact on the Company and cause
increases in capital expenditures or production costs or reduction in levels of
production at producing properties or require abandonment or delays in
development of mining properties.

         Upon completion of mining activities the Company may be responsible for
reclamation of any mill tailings. Reclamation will include one of two
approaches. The first approach is closure in place and involves recontouring the
tailings pile, capping with a dirt cap and re-vegetation. The second approach
would assume future redevelopment of the area and could require the removal of
any historic mill tailings to an approved hazardous waste site. As the Company
has discovered no economically viable mineral deposits to date and has engaged
in no mining operations, the Company has no basis for estimating the possible
costs of reclamation.

         Failure to comply with applicable laws, regulations, and permitting
requirements may result in enforcement actions thereunder including orders
issued by regulatory or judicial authorities causing operations to cease or be
curtailed and may include corrective measures requiring capital expenditures,
installation of additional equipment, or remedial actions.

         Future mining and processing operations may produce quantities of
fugitive dust and other air pollutants. In November of 1990 the U.S. Congress
passed the Clean Air Act Amendments that created an entirely new statutory



                                       7
<PAGE>

scheme for the regulation of air pollution. Since passage of the statutory
amendments, the EPA has been promulgating new regulations to implement a
comprehensive nationwide air permit program, an air toxics regulatory program
and expanded enforcement authority. It will be several years before final EPA
and state programs for air toxics and permitting are fully in place and the
direction of enforcement under these programs is evident. At the present time,
the impact of these rulemakings and of subsequent regulation of mining and
mineral processing under the Clean Air Act Amendments upon the Company cannot
reasonably be estimated. Potential impacts could include limitations on
production or additional capital expenditures to comply.

PROPERTY INTERESTS. Any of the properties in which the Company has or is
acquiring an interest may be subject to prior unregistered agreements or
transfers or native land claims and title may be affected by undetected defects.
The Company has not conducted surveys on any of its properties and there is a
risk that the boundaries thereof could be challenged or impugned.

DILUTION. On April 30, 2000, the Company completed a private placement of
2,333,333 units. Each unit was priced at $0.15 and was comprised of one share of
the Company's common stock and one non-transferable warrant entitling the
purchaser to acquire an additional share of the Company's common stock for $0.15
within one year from the unit purchase date or for $0.175 within two years from
the purchase date. The share of the Company's common stock issued as part of the
unit and the warrant to purchase an additional share of the Company's common
stock were sold at a discount to the market price of the Company's common stock.
Purchasers of the Company's securities can expect immediate, future and
substantial dilution in the net tangible book value per share of their
investment as warrant holders exercise their warrants. In addition, if the
Company raises additional funds in the future through the issuance of equity,
equity-related or debt securities any or all of those securities may have
rights, preferences or privileges senior to those of the rights of the Company's
common stock and the Company's shareholders may experience significant dilution.

CONFLICTS OF INTEREST. Directors and officers of the Company may also hold
positions as directors and officers of other companies engaged in natural
resources exploration or development and conflicts of interest may arise (See,
Item 7, "Related Party Transactions").

COMPANY ACT CONSIDERATIONS. Under the British Columbia Company Act, any
modification, amendment or variation of shareholder rights or provisions must be
approved by way of "special resolution" which requires approval of at least 75%
of the votes cast in person or by proxy at a shareholders' meeting or class
meeting. The principal corporate actions that require such a "special
resolution" include: (a) transferring a corporation's jurisdiction of
incorporation from British Columbia to another jurisdiction; (b) giving
financial assistance under certain circumstances; (c) disposing of all or
substantially all of a corporation's assets; (d) removing a director before the
expiration of his term of office; (e) certain alterations to share capital; (f)
changing a corporation's name; (g) altering any restrictions on a corporation's
business; and (h) certain reorganizations of a corporation.

Pursuant to the Company's Articles, a quorum for a shareholders meeting shall be
one shareholder represented in person, by proxy or, being a corporation,
represented in accordance with Section 33 of the Company Act, holding not less
than one voting share, in the case of a general meeting, and holding not less
than one-third of the shares affected, in the case of a class or series meeting
of the Company.

ITEM 4. INFORMATION ON THE COMPANY

         Except for historical information, the information in this report
contains forward-looking statements which are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve risks and uncertainties that could cause our
actual results to differ materially from those contained in any forward-looking
statements. Factors which could cause or contribute to such differences include,
but are not limited to, those discussed in Item 3 under Risks Factors.

A. HISTORY AND DEVELOPMENT OF THE COMPANY

         Achieva Development Corp. (the "Company" or the "Registrant"), was
incorporated on January 10, 1986, pursuant to the British Columbia Company Act
as "Inn-House Video" by registration of its Memorandum and Articles of
Association. On June 29, 1988 the Company changed its name to "Sleeping Gold
Ltd.", and subsequently to Achieva



                                       8
<PAGE>

Development Corp. on September 14, 1992. The Company's executive offices are
located at 905 West Pender Street, Suite 201, Vancouver, British Columbia,
Canada V6C 3L6, and its telephone number at that address is: (604) 682-8628.

         Since 1988, the Company engaged principally in the acquisition and
exploration of mineral properties located in North and South America. To date,
the Company has not discovered an economically viable mineral deposit, and there
can be no assurance that the Company will ever discover an economically viable
mineral deposit. The Company has never declared bankruptcy, has not been placed
into receivership for any reason and has made no material change in its mode of
conducting business.

         In 1995, the Company entered into a joint venture agreement with North
American Resources, Incorporated Limited ("North American") for the joint
exploration of 20.96 square miles of property located in Guyana, South America.
The Company contributed 100,000 shares of its common stock and provided an
aggregate of US$600,000.00 in mining equipment and/or exploration efforts on the
property. In exchange, the Company acquired a 50% interest in the property,
except for a 3% net smelter return, which is an interest in the property held by
the original vendor, and is calculated on the net revenues generated from the
sale of any metal produced. The Company also acquired options to acquire up to a
75% interest in the property and the 3% net smelter return. North American had
previously tested the property known as the Tamakay Property with positive
results.

         In 1996, South American Minerals, Inc., ("South American") acquired
North American. In 1997, South American's common stock became listed on the
NASD's Over-the-Counter Bulletin Board, and South American subsequently began
negotiations with the Company to purchase the Company's 50% interest in the
Guyana property. The Company sold its entire interest the Guyana property to
South American in exchange for 300,000 shares of South American's restricted
common stock on January 5, 1998. The sale was conditioned upon the agreement
that no shares be released to the Company for one year from the date of the
agreement and that thereafter 50,000 shares be released every three months up to
the amount of 300,000 shares.

         South American has released all 300,000 shares of common stock to the
Company pursuant to the agreement. The Company has sold 210,000 of these South
American shares, resulting in a gain of $254,580 on proceeds on sale of
$479,807. The Company retains the remaining 90,000 shares of South American
common stock, and intends to sell these shares to generate additional working
capital. During April 2002, South American common stock traded on the OTC
Bulletin Board in the range of US$0.10-$0.25 per share.

          In July 1998, the Company entered into an agreement with Mini-Consult,
Inc., to acquire a 70% option on the Silver Ridge property located near
Revelstoke, British Columbia, in consideration for payment by the Company of
$13,800.00 in cash and 50,000 shares of the Company's common stock valued at
$0.25 per share. The Company immediately commenced exploration, including an NQ
wire line core drilling program. The results of the drilling indicated that
sulfide mineralizations within the portion of the vein were sparse and in May
1999, management acted on geologist recommendations that the Company discontinue
further work on the property, and the Company permitted its option on the
property to expire.

         In 1998, the Company began exploration programs on three properties in
which it had an interest: the Shaw Creek Project, the Ladue Mineral Claims and
the Mac & Dall Claims. During the year ended October 31, 2000, Achieva performed
exploration on the Shaw Creek property. The Company was not satisfied with the
results of the exploration on the Shaw Creek property. In October 2000, the
Company abandoned its interest in the Shaw Creek property, which was acquired by
staking (the setting out of the boundaries of a mining claim by marking [blazing
or flagging] lines and erecting and tagging posts), as the costs involved to
retain the property could not be justified. The Company also abandoned its
interest in the Mac & Dall Mineral Claims, which was acquired by staking, during
the year ended October 31, 2000 as the costs involved to retain the property
could not be justified. The Company was unable to attract an interested party to
participate in exploration on the Ladue property during the Spring and Summer of
2001. Late in the year, with the claims expiring near year end and the
speculative investment climate in a slump, the Company elected to write off and
abandon its interest in the Ladue property.

         During fiscal year 2001, the Company loaned an aggregate of US$150,000
(approximately 33% of cash on hand) in order to get a better return on liquid
capital resources not needed to support exploration projects. During March and
April 2001, the Company provided two bridge loans in the aggregate amount of
US$150,000 (approximately



                                       9
<PAGE>

CDN$234,480 as of April 26, 2002) to LineShark Communications, Inc.
("LineShark"), a Delaware corporation which provided Internet and wireless
communications services in South Florida, to fund LineShark's operations pending
completion of a private placement equity financing by LineShark, with the
repayment of the notes stated as a use of proceeds from the offering. US$100,000
was loaned in March, US$50,000 was loaned in April and the Company was issued
promissory notes from LineShark for the amounts due.

         Due to weakness in the telecommunications sector, LineShark
subsequently withdrew its private placement without selling any securities the
notes matured and LineShark became in default on the notes. On January 25, 2002,
the United States Bankruptcy Court, Middle District of Florida, Tampa Division
(case no. 01-14662-8C7) entered a final decree dissolving LineShark. The Company
negotiated a payment plan with the guarantor, Titan Gulf Partners Ltd., and
amounts due and owing are paid to the Company in cash or marketable securities
through twelve equal monthly installments, commencing November 15, 2001.

         There are no principal capital expenditures or divestitures currently
in progress. There have been no public takeover offers by third parties during
or since the end of the 2001 fiscal year.

B. BUSINESS OVERVIEW

         The Company does not currently own and interest in any mineral
property. The Company may acquire an interest in properties in the United States
or Canada for the purpose of mineral exploration, but currently does not have
any such properties identified.

C. ORGANIZATIONAL STRUCTURE

         Not applicable.

D. PROPERTY, PLANTS AND EQUIPMENT

         The Company utilizes independent contractors to plan and execute all
testing and exploration on behalf of the Company, including the procurement of
any required equipment. As such, the Company does not own or lease any plant,
machines or equipment related to exploration. The Company leases office space in
Vancouver, British Columbia. The Company believes that its facilities are
maintained in good operating condition and are adequate for its present level of
operations.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of the Company's financial condition and results of
operations should be read in conjunction with the "Selected Financial Data" and
the accompanying financial statements and the notes to those statements
appearing elsewhere in this document. The following discussion contains
forward-looking statements that reflect the Company's plans, estimates and
beliefs. The Company's actual results could differ materially from those
discussed in these forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
below and elsewhere in this document, particularly under the caption "Risk
Factors."

         OPERATING RESULTS, LIQUIDITY AND CAPITAL RESOURCES

         The Company's consolidated financial statements have been prepared in
accordance with United States generally accepted accounting principles.
Information presented below for the fiscal year 1997 has been prepared in
accordance with generally accepted accounting principals in Canada. Had they
been prepared in accordance with accounting principles generally accepted in the
United States, no significant difference in measurement of income, results or
operation or shareholders' equity would have resulted.

         FOR THE YEAR ENDED OCTOBER 31, 2001

         The Company has had no sales and has generated no revenue from its
operations for the last five fiscal years. The Company currently does not own an
interest or have a claim in any mineral properties, and is performing no
exploratory work. Liquid working capital available to the Company at April 2002
is approximately $507,737.



                                       10
<PAGE>

Additional capital that may be required to fund future exploration projects will
come from the sales of additional shares of South American common stock held by
the Company, and from funds generated through offerings of the Company's
securities. South American common stock currently trades on the OTC Bulletin
Board in the range of US$0.10-$0.25.

         In the event the Company commences mining operations or implements an
exploration program, it may attempt to raise additional working capital through
long-term debt instruments collateralized by mineral production and/or through
one or more private placements. Any such additional private placements may be
equity offerings of common stock or preferred stock convertible into common
stock, or debt offerings of notes or debentures convertible into common stock.
Any subsequent private placement of equity securities (i.e., stock) or debt
securities convertible into common stock would have the effect of immediately
diluting the interest of the then existing shareholders of the Company. No
assurance can be given that such financing will be available on acceptable
terms, or at all, or that the placement of additional securities will raise
sufficient working capital, if any.

         The Company had a net loss of $59,717 ($0.01 net loss per share) for
the fiscal period ended October 31, 2001, compared with net income of $17,084
($0.01 net income per share) for the fiscal period ended October 31, 2000.
Income per share was calculated on the basis of 14,007,350 shares outstanding
for fiscal year 2001 and 11,780,286 shares outstanding for fiscal year 2000. The
net loss in fiscal year 2001 compared to net income in fiscal year 2000 is
primarily attributable to a gain on sale of investments of $114,138 in fiscal
year 2000. Periodic payments to regulatory authorities and the Company's
transfer agent also increased from $8,102 in 2000 to $20,262 in 2001 due to the
Company's filing of its registration statement. Option payments and exploration
costs in 2001 were $3,445, as compared to a credit of $4,530 in 2000. The credit
balance in 2000 is related to the Company's receipt of $US2,000 and 50,000
shares of Luminex Ventures, Inc. ("Luminex") common stock pursuant to a November
23, 1999 agreement between the Company and Luminex, wherein the Company granted
Luminex an option to acquire a 50% interest in the Ladue Mineral Claims. The
agreement has since terminated due to Luminex's non-performance, and the Company
retains the 50,000 shares of Luminex common stock. Office, telephone, rent and
sundry expenses decreased from $41,385 in 2000 to $13,888 in 2001. This decrease
is attributable to management's efforts to reduce expenses, particularly rent
expense.

         The Company incurred a management fee and compensation expense of
$5,000 in fiscal year 2000 compared to $0 in fiscal year 2001. This expense in
2000 was related to the issuance of 83,333 units valued at $0.18 per unit at a
price of $0.15 to a director.

         During fiscal year 2001, the Company loaned an aggregate of US$150,000
(approximately 33% of cash on hand) in order to get a better return on liquid
capital resources not needed to support exploration projects. During March and
April 2001, the Company provided two bridge loans in the aggregate amount of
US$150,000 (approximately CDN$234,480 as of April 26, 2002) to LineShark
Communications, Inc. ("LineShark"), a Delaware corporation which provided
Internet and wireless communications services in South Florida, to fund
LineShark's operations pending completion of a private placement equity
financing by LineShark, with the repayment of the notes stated as a use of
proceeds from the offering. US$100,000 was loaned in March, US$50,000 was loaned
in April and the Company was issued promissory notes from LineShark for the
amounts due.

         Due to weakness in the telecommunications sector, LineShark
subsequently withdrew its private placement without selling any securities the
notes matured and LineShark became in default on the notes. On January 25, 2002,
the United States Bankruptcy Court, Middle District of Florida, Tampa Division
(case no. 01-14662-8C7) entered a final decree dissolving LineShark. The Company
negotiated a payment plan with the guarantor, Titan Gulf Partners Ltd., and
amounts due and owing are paid to the Company in cash or marketable securities
through twelve equal monthly installments, commencing November 15, 2001.

         FOR THE YEAR ENDED OCTOBER 31, 2000

         During the year ended October 31, 2000, the Company made significant
progress in several areas. The Company worked on two of its properties in the
State of Alaska, the Shaw Creek property and the Ladue Mineral Claims. The
results of the summer program on the Shaw Creek property did not provide the
anticipated results, therefore, in October 2000, the Company terminated its
interest in the property as the costs involved to retain the interest could not
be justified. Rock and soil sampling on the Ladue Mineral Claims produced
sufficient results to justify continued exploration in 2001.



                                       11
<PAGE>

          On November 23, 1999, the Company entered into an agreement with
Luminex Ventures, Inc., a British Columbia corporation ("Luminex"), whereby the
Company granted Luminex an option to acquire a 50% interest in the Company's
right, title and interest in the Ladue Mineral Claims, subject to a 1% net
smelter returns royalty, payable to Andrew Harman, prospector. Pursuant to the
agreement, Luminex paid US$2,000 to the Company and issued 50,000 shares of
Luminex common stock to the Company. The agreement also required Luminex to
expend US$10,000 on exploration on or before September 30, 2000. Luminex did not
expend the required amount on exploration and the agreement has terminated.

                  On April 30, 2000, the Company completed a private placement
of an aggregate of 2,333,333 units to eight persons. The private placement was
submitted to, reviewed and approved by the Vancouver Stock Exchange. Each unit
was priced at $0.15 and is comprised of one share of common stock and one
non-transferable warrant entitling the purchaser to acquire an additional share
of common stock for $0.15 within one year from the unit purchase date or for
$0.175 within two years from the purchase date. All remaining outstanding
warrants have expired. The closing price of the Company's common stock at
completion of the private placement was $0.30. The shares underlying the units
and warrants were restricted securities, and therefore sold at a discount as
permitted by British Columbia securities laws. The private placement generated
immediate proceeds of approximately $350,000.00, to be available as additional
working capital.

         The Company had net income of $17,084 ($0.01 net income per share) for
the fiscal period ended October 31, 2000, compared with a net loss of $134,667
($0.01 per share loss) for the fiscal period ended October 31, 1999. Income per
share was calculated on the basis of 11,780,286 shares outstanding for fiscal
2000 and 9,780,834 shares outstanding for fiscal 1999. The change in net income
from fiscal year 1999 to fiscal year 2000 are primarily attributable to a
decrease in option payments and exploration costs, which were a $4,530 credit in
fiscal year 2000 compared to an expense of $210,012 in fiscal year 1999 and
$137,284 in fiscal year 1998. The decrease in option payments and exploration
costs ($23,357 in fiscal year 2000) is primarily attributable to the Company's
abandonment of interests in certain mineral properties and is also attributable
to a credit ($27,889) related to the Company's receipt of cash and 50,000 shares
of Luminex Ventures, Inc. ("Luminex") common stock pursuant to the November 23,
1999 agreement between the Company and Luminex, wherein the Company granted
Luminex an option to acquire a 50% interest in the Ladue Mineral Claims.

         Professional fee expense was $73,273 in fiscal year 2000, compared to
$16,241 in fiscal year 1999. This increase is attributed to legal and accounting
fees related to preparation of the Company's registration statement on Form
20-F. The Company incurred a management fee and compensation expense of $5,000
in fiscal year 2000 compared to $0 in fiscal year 1999. This expense was related
to the issuance of 83,333 units valued at $0.18 per unit at a price of $0.15 to
a director.

         FOR THE YEAR ENDED OCTOBER 31, 1999

         The Company incurred a net loss of $134,667 ($0.01 per share loss) for
the fiscal year ended October 31, 1999, compared with $ $138,701 ($0.02 net
income per share) in fiscal 1998. Per share income was calculated on the basis
of 9,780,834 shares outstanding for fiscal 1999 and 8,452,751 shares outstanding
for fiscal 1998. The Company also reported an operating expense increase of
$92,060 to $275,109 for fiscal year 1999 compared with operating expense of
$183,049 for fiscal year 1998. These figures do not represent any significant
change in operations, but are the result of additional mineral exploration costs
in the Phase I and Phase II exploration of the Shaw Creek property in 1999. For
fiscal year 1999, the Company sold South American stock realizing a gain of
$140,442.00, and for fiscal year 1998 recognized a gain of $321,750 on the sale
of its South American mineral property.

         In fiscal year 1998 the Company's sole mineral property investment
consisted of an option to conduct exploration on the Silver Ridge property in
consideration of the Company's payment of $13,800.00 in cash and issuance of
50,000 in shares valued at $0.25 per share. The Company's $ $321,750 gain on the
sales of mineral property was related to the sale of its interest in the
Tamakay, Guyana property in consideration for 300,000 shares of South American
common stock. In fiscal year 1999 the Company wrote off the Silver Ridge
property as an abandonment and acquired certain interests in the Shaw Creek
Claims, the Ladue Mineral Claims and the Mac & Dall Mineral Claims for an
initial investment of $134,230.00. See Item 2. "Description of Properties" for a
more



                                       12
<PAGE>

comprehensive explanation of the property interest held by the Company as well
as the conditions required to maintain exploration rights to the properties.

         FOR THE YEAR ENDED OCTOBER 31, 1998

         The Company had net income of $138,701 ($0.02 net income per share) for
the fiscal year ended October 31, 1998, compared with $52,502.00 ($0.01 per
share loss) in fiscal 1997. Loss per share was calculated on the basis of
8,452,751 shares outstanding for fiscal 1998 and 8,160,683 shares outstanding
for fiscal 1997. During 1997 the Company incurred minimal exploration costs as
it did not engage in any significant mineral property exploration. In fiscal
1998 the Company significantly increased its mineral exploration program.
Accordingly, the Company reported an increase in operating expenses of $130,547
to $183,049 for fiscal year 1998 compared with operating expense of $52,502.00
for fiscal year 1997.

          In fiscal year 1998 the Company's sole mineral property investment
consisted of an option to conduct exploration on the Silver Ridge property in
consideration of the Company's payment of $13,800.00 in cash and issuance of
50,000 in shares valued at $0.25 per share. The Company's $ $321,750 gain on the
sale of mineral property in fiscal year 1998 was related to the sale of its
interest in the Tamakay, Guyana property in consideration for 300,000 shares of
South American common stock. In fiscal year 1997 the Company held mineral
property investments of $630,060.00 consisting of the consideration paid through
fiscal year 1997 and the expenditures (net of recovery) on the Tamakay, Guyana
property pursuant to the joint venture agreement with South American.

         The following table sets forth the consideration received for the
issuance of equity securities for cash, property and services during the years
ended October 31, 2001, 2000 and 1999.


<Table>
<Caption>
                   Year ended
                   October 31,
                      2001           2000              1999
                  ------------   ------------      ------------
<S>               <C>            <C>               <C>
Cash                        --   $    648,934(1)   $      5,200(2)

Debt Conversion             --             --                --

Property                    --             --       $21,500 (3)

Finder's Fees               --             --                --

Debt Settlement             --             --                --
</Table>

----------

     (1) Cash received pursuant to a January 2000 private placement, exercise of
stock purchase warrants and exercise of options.

     (2) Cash received pursuant to exercise of options.

     (3) Includes issuance of 50,000 shares (with voting rights) for deemed
consideration of $0.25 per share as part consideration in the acquisition of the
Silver Ridge mineral property.



                                       13
<PAGE>

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

         The names of each of the Company's directors and senior management and
the dates that each has served the Company are set forth below. The business
address of each director and officer is 905 West Pender Street, Suite 201,
Vancouver, British Columbia V6C 3L6.

<Table>
<Caption>
         Name                       Title                                               Served Since
         ----                       -----                                               ------------
<S>                                 <C>                                                 <C>
         James P. Bryce             President, Chief Executive Officer and Director     September 20, 1996
         Troy Young                 Director                                            April 26, 2002
         Loc Huynh                  Director                                            April 26, 2002
</Table>

         Biographies of the Company's directors and senior management follow:

         JAMES P. BRYCE, age 70, has served as the President, Chief Executive
Officer and a director of the Company since September 1996, and is a resident of
British Columbia, Canada. Between 1965 and 1995, Mr. Bryce developed substantial
expertise in management as the owner and operator of private golf courses in
Canada and the United States. Mr. Bryce has retired from golf course development
and spends 90% of his business time on the affairs of the Company.

         TROY YOUNG, age 33, has served as a director of the Company since April
2002 and is a resident of Colorado, United States of America. Mr. Young is a
practicing attorney and a member of the law firm of Futro & Trauernicht LLC,
Denver, Colorado, which represents public and private companies in transactional
areas of law including corporate, securities, mergers and commercial
transactions. Mr. Young has been licensed as both an attorney and a Certified
Public Accountant since 1993.

         LOC HUYNH, age 44, has served as a director of the Company since April
2002 and is a resident of British Columbia, Canada. Mr. Huynh is a member of the
Canadian Society of Club Managers, an association of professional General
Managers, Managers and Assistant Managers of country, golf, yacht, city, and
recreational clubs in Canada. Mr. Huynh is a graduate of CMAA.

         There are no family relationships between any directors or executive
officers. There are no other arrangements or understandings between any
directors or executive officers.

B. COMPENSATION

         The Company has no formal plan for compensating its directors for their
service in such capacity other than the granting of stock options. The Company
also grants stock options to officers and employees. The total compensation paid
or accrued directly or indirectly by the Company to its directors and officers
during the Company's last fiscal year for services rendered is as follows:

<Table>
<Caption>
                                                                   LONG-TERM COMPENSATION              ALL OTHER
NAME AND POSITION           YEAR     SALARY ($)   BONUS ($)       OPTIONS/SARS GRANTED (#)            COMPENSATION
-----------------           ----     ----------   ---------       ------------------------            ------------
<S>                         <C>      <C>          <C>             <C>                                 <C>
James Bryce, President &    2001            Nil         Nil                  Nil                          Nil
Director
Raymond Roland, Director    2001            Nil         Nil                  Nil                          Nil
George Anagnost,            2001            Nil         Nil                  Nil                          Nil
Secretary & Director
</Table>



                                       14
<PAGE>

         The Company does not have a long-term incentive plan for its directors
or officers. No funds were set aside or accrued by the Company during its last
fiscal year to provide pension, retirement or similar benefits for directors or
executive officers. In addition, the Company has no written plans or
arrangements in respect of remuneration received or that may be received by
executive officers of the Company to compensate such officers in the event of
termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control.

         No Stock Appreciation Rights ("SARs") were granted during fiscal year
2001. However, the Company intends to reserve 10% of the issued treasury shares
of the Company for issuance to directors and key employees pursuant to stock
option agreements entered into with them or to be entered into with them,
subject to regulatory approval and subject to member approval being obtained
with respect to options granted to insiders of the Company. The purpose of the
options is to provide an incentive to the principals to act in the best
interests of the Company.

C. BOARD PRACTICES

         All of the Company's directors were elected at the Annual General
Meeting of the shareholders on April 26, 2002. Each director holds office until
the next Annual General Meeting unless his office is earlier vacated in
accordance with the Articles of the Company and the Company Act or until he
becomes disqualified to act as a director. All members of the Company's board of
directors are members of the Company's audit committee. The Company's board of
directors has not appointed an executive committee. The names of each director
and dates from which each has served as such, are set forth below:

<Table>
<Caption>
             Name                                        Served Since
             ----                                        ------------
<S>                                                      <C>
             James P. Bryce                              September 20, 1996
             Troy Young                                  April 26, 2002
             Loc Huynh                                   April 26, 2002
</Table>

         During Fiscal Year 2001 the directors of the Company did not receive
fees for attendance of board meetings or other cash compensation in their
capacity as directors. The directors may be reimbursed for actual expenses
reasonably incurred in connection with the performance of their duties as
directors. Directors are also eligible to receive incentive stock options to
purchase shares of the Company.

D. EMPLOYEES

         The Company's employees are comprised solely of its officers who also
serve as directors. Independent contractors hired by the Company conduct the
Company's exploration programs. The Company does not anticipate hiring
additional employees because it does not engage in hands-on project management,
but requires its independent contractors to plan and execute testing and
exploration, including obtaining all required equipment. As a result, the
Company does not own or lease any plant, machines or equipment related to
exploration. The Company's independent contractors prepare reports on
exploration and testing programs, which the Company uses to direct projects.

E. SHARE OWNERSHIP

To the best of the Company's knowledge, the Company is not directly or
indirectly controlled by any other corporation or corporations or any foreign
government or any person or persons. The Company is unaware of any arrangement
the operation of which would at a subsequent date result in a change of control
of the Company. As of April 30, 2002, the amount and percentages of voting
securities held by registered shareholders or shareholders believed by the
Company to be the owners of more than 10% of the Company's outstanding voting
common shares; and the total amount of voting common shares owned directly or
indirectly by the officers and directors as a group, is as follows:



                                       15
<PAGE>

<Table>
<Caption>
                                                                  COMMON STOCK
           IDENTITY OF
          PERSON & GROUP                            QUANTITY                          %
          --------------                            --------                          -
<S>                                                <C>                               <C>
James P. Bryce(1)                                   2,100,000                         15%
Troy Young                                                Nil                         Nil
Loc Huynh                                                 Nil                         Nil
Directors & Officers as a Group(1)                  2,100,000                         15%
Total outstanding as of May 14, 2002               14,007,350                        100%
</Table>

----------

(1) Includes options to purchase 275,000 shares of the Company's common stock at
an exercise price of $0.26 per share, with an option expiration date of July
2003.

(2) Consists of James P. Bryce, Troy Young and Loc Huynh.

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

The following table provides the names and number of shares beneficially owned
and the percentage of beneficial ownership for the Company's shareholders who
beneficially own 5% or more of the Company's common stock:

<Table>
<Caption>
Name of Beneficial Owner                     No. of Shares Beneficially Owned                   Percentage
------------------------                     --------------------------------                   ----------
<S>                                          <C>                                                <C>
James P. Bryce                                                      2,100,000                       15%
Financial Consultants, Inc.                                           875,000                      6.2%
Titan Gulf Partners Ltd.                                              875,000                      6.2%
Trans-Orient Resources Ltd.                                         1,000,000                     7.14%
</Table>

All shareholders listed above have identical voting rights. The Company is not
aware of any arrangements, the operation of which would result in a change in
control of the Company.

B. RELATED PARTY TRANSACTIONS

         Pursuant to a private placement agreement dated January 17, 2000, James
Bryce, the President and a director of the Company, purchased 83,333 units of
the Company's securities at a price of $0.15 per unit. Each unit consists of one
share of the Company's common stock and one non-transferable common stock
purchase warrant, each warrant entitling the holder to purchase a share of the
Company's common stock for $0.15 during the first year of purchase of the
warrant and for $0.175 during the second year. The private placement was
completed in accordance with the policies of, and was approved by, the Canadian
Venture Exchange. The securities issued to Mr. Bryce were restricted from
trading until February 4, 2001.

         In connection with the Company's loan of US$150,000 to LineShark
Communications, Inc. ("LineShark"), as described in Item 5, Titan Gulf Partners
Ltd. ("Titan Gulf") which owns 6.2% of the Company's common stock, provided a
guarantee of payment of amounts due from LineShark. Following LineShark's
default, the Company negotiated a payment plan with Titan Gulf., and amounts due
and owing are paid to the Company in cash or marketable securities through
twelve equal monthly installments, commencing November 15, 2001. James Bryce, an
officer and director of the Company, was also a director of Luminex Ventures,
Inc., a British Columbia corporation ("Luminex"). Pursuant to an agreement
between the Company and Luminex, Luminex paid US$2,000 to the Company and issued
50,000 shares of Luminex common stock to the Company in exchange for 50% of The
agreement also required Luminex to expend US$10,000 on exploration on or before
September 30, 2000. Luminex did not expend the required amount on exploration
and the agreement has terminated.



                                       16
<PAGE>

         Other than the transaction described above, during the fiscal year
ended October 31, 2001, the Company did not enter into any transactions with
directors, officers or other insiders of the Company or companies controlled by
directors, officers or other insiders of the Company.

ITEM 8. FINANCIAL INFORMATION.

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

         See Item 18, financial statements.

         The Company is unaware of any material action or pending legal
proceedings against it, nor is the Company involved as a plaintiff in any
material proceeding. Further, the Company is unaware of any proceeding
contemplated or instituted by any governmental authority and knows of no active
or pending proceedings against any third parties that may materially adversely
affect any interest of the Company.

         Achieva has not paid cash dividends in the past and does not anticipate
paying cash dividends in the near future.

B. SIGNIFICANT CHANGES

         No significant change has occurred since the date of the annual
financial statements included in Item 18.

ITEM 9. LISTING

A. LISTING DETAILS

The Company's common shares have traded on the Canadian Venture Exchange
("CDNX"), formerly known as the Vancouver Stock Exchange, in Vancouver, British
Columbia, Canada, since 1987 and currently trade under the symbol "AHE" with
CUSIP number 00447B106.

The following table sets forth, for the periods indicated, the high and low
closing prices of our common shares as reported on the Canadian Venture
Exchange:

<Table>
<Caption>
                                                                      CDNX CLOSING PRICES
                                                                      -------------------
                                                                       HIGH          LOW
                                                                       ----          ---
<S>                                                                  <C>          <C>
ANNUAL INFORMATION
   1997                                                              $   1.13     $    .10
   1998                                                                   .45          .10
   1999                                                                   .71          .14
   2000                                                                   .89          .11
   2001                                                                   .69          .06

QUARTERLY INFORMATION
   2000:
   First Quarter                                                     $    .50     $    .11
   Second Quarter                                                         .80          .36
   Third Quarter                                                          .89          .31
   Fourth Quarter                                                         .61          .27
   2001:
   First Quarter                                                     $    .30     $    .14
   Second Quarter                                                         .65          .26
   Third Quarter                                                          .43          .20
   Fourth Quarter                                                         .15          .06

MONTHLY INFORMATION
   November 2001                                                     $    .10     $    .07
   December 2001                                                          .09          .06
   January 2002                                                           .17          .12
   February 2002                                                          .19          .12
   March 2002                                                             .12          .11
   April 2002                                                             .22          .10
</Table>



                                       17
<PAGE>

B. PLAN OF DISTRIBUTION

Not applicable.

C. MARKETS

The Company's common shares have traded on the Canadian Venture Exchange
("CDNX"), formerly known as the Vancouver Stock Exchange, in Vancouver, British
Columbia, Canada, since 1987 and currently trade under the symbol "AHE" with
CUSIP number 00447B106.

The Company's common stock is not listed and does not trade in the United
States, but upon compliance with the rules and regulations of the Securities and
Exchange Commission, the Company anticipates listing on the NASD
Over-the-Counter Bulletin Board (the "OTC Bulletin Board"). As of April 30,
2002, approximately 423,965 shares of the Company's common stock were registered
in the names of 11 shareholders resident in the United States. No shares of the
Class A or Class B preferred shares have been issued.

D. SELLING SHAREHOLDERS

Not applicable.

E. DILUTION

Not applicable.

F. EXPENSES OF THE ISSUE

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

         The authorized capital of the Company consists of 100,000,000 common
shares, without par value; 100,000,000 Class "A" Preference shares, par value of
$10.00; and 100,000,000 Class "B" Preference shares, par value of $50.00. There
have been no changes to the number of shares the Company is authorized to issue
in the last three years.

         All common shares issued by the Company rank equally as to dividends,
voting rights and as to any distribution of assets on winding-up or liquidation.
There are no indentures or agreements limiting the payment of dividends and
there are no conversion rights, special liquidation rights, preemptive rights or
subscription rights, and there are no provisions for redemption or purchase for
cancellation or surrender, or sinking fund provisions. The presently outstanding
share capital is not subject to any call or assessment. As of May 14, 2002 there
were 14,007,350 shares of the Company's common stock issued and outstanding. No
shares of common stock were issued during the year ended October 31, 2001.

         Holders of common shares are entitled to one vote for each share held
of record on all matters to be acted



                                       18
<PAGE>

upon by the shareholders. Holders of common shares are entitled to receive such
dividends as may be declared from time to time by the Company's Board of
Directors, in its discretion, out of funds legally available therefor.

         Upon the liquidation, dissolution or winding-up of the Company, holders
of common shares will be entitled to receive pro rata the assets of the Company,
if any, remaining after payment of all debts and liabilities, including amounts,
if any, payable to holders of the Company's Class "A" Preference shares and
Class "B" Preference shares.

         There are no restrictions on the repurchase or redemption of the common
shares of the Company while there is any arrearage in the payment of dividends
or sinking fund installments.

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

         Incorporated by reference to our Registration Statement on Form 20-F,
filed with the United States Securities and Exchange Commission on July 19, 2000
(file no. 000-31085).

C. MATERIAL CONTRACTS

         For a description of the material contracts we entered into in the last
two fiscal years, please see Item 4. Information on the Company.

D. EXCHANGE CONTROLS

         There are no government laws, decrees or regulations in Canada which
restrict the export or import of capital or which affect the remittance of
dividends, interest or other payments to nonresident holders of the Company's
common shares. However, any such remittance to a resident of the United States
is generally subject to non-resident tax pursuant to Article X of the 1980
Canada-United States Income Tax Convention.

         There are no limitations under the laws of Canada, the province of
British Columbia, or in the Articles of Incorporation of the Company with
respect to the right of non-resident or foreign owners to hold or vote the
common shares of the Company. However, under the Investment Canada Act, ("ICA"),
the acquisition or control (as defined) of a corporation carrying on a business
in Canada by a non-Canadian (as defined) is subject to review by Investment
Canada, an agency of the Canadian Federal Government, in order to determine
whether such acquisition is likely to be of benefit to Canada. ICA exempts
certain small acquisitions (as defined) from the review procedure.



                                       19
<PAGE>

E. TAXATION

The following discussion is not intended to be, nor should it be construed to
be, legal or tax advice to any holder or prospective holder of common stock of
the Company and no opinion or representation with respect to the United States
or Canadian Federal Income tax consequences to any such holder or prospective
holder is made. Accordingly, holders and prospective holders of common stock of
the Company should consult their own tax advisors about the federal, state,
local and foreign tax consequences of purchasing, owning and disposing of common
stock of the Company.

         CANADIAN FEDERAL INCOME TAX CONSEQUENCES

Dividend Distributions on Shares

         The Income Tax Act (Canada) ("ITA") provides that dividends and other
distributions deemed to be dividends paid or deemed to be paid by a Canadian
resident corporation (such as the Company) to a non-resident of Canada shall be
subject to a non-resident withholding tax equal to 25% of the gross amount of
the dividend or deemed dividend.

         Provisions in the ITA relating to dividend and deemed dividend payments
to and gains realized by non-residents of Canada who are residents of the United
States are subject to the 1980 Canada-United States Income Tax Convention (the
"Treaty").

         Article X of the Treaty provides that the rate of Canadian non-resident
withholding tax on dividends or deemed dividends paid to a United States
corporation that beneficially owns at least 10% of the voting stock of the
corporation paying the dividend shall not exceed 10% of the dividend or deemed
dividend, otherwise, the rate of non-resident withholding tax shall not exceed
15% of the dividend or deemed dividend.

Disposition of Shares

         The ITA provides that a non-resident person is subject to tax in Canada
at the rates generally applicable to the residents of Canada on any "taxable
capital gain" arising on the disposition of the shares of a Canadian public
corporation if such non-resident, together with persons with whom he or she does
not deal at arm's length, owned 25% or more of the issued shares of any class of
the capital stock of the Canadian corporation at any time in the five years
immediately proceeding the date of disposition of the shares. For Canadian
income tax purposes, the "taxable capital gain" is equal to three quarters of
the capital gain.

         Article XIII of the Treaty provides that gains realized by a United
States resident on the disposition of shares of a Canadian corporation may not
generally be taxed in Canada unless the value of the Canadian corporation is
derived principally from real property situated in Canada.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

         The following is a discussion of United States Federal income tax
consequences, under current law, generally applicable to a U.S. Holder (as
defined below) of common stock of the Company who holds such shares as capital
assets. This discussion does not address all potentially relevant Federal income
tax matters and it does not address consequences peculiar to persons subject to
special provisions of Federal income tax law, such as those described below as
excluded from the definition of a U.S. Holder. In addition, this discussion does
not cover any state, local or foreign tax consequences (See "Certain Canadian
Federal Income Tax Considerations" above).

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



                                       20
<PAGE>

U.S. Holders

         As used herein, a "U.S. Holder" includes a holder of common stock who
is a citizen or resident of the United States, a corporation created or
organized in or under the laws of the United States or of any political
subdivision thereof, any entity which is taxable as a corporation for U.S. tax
purposes and any other person or entity whose ownership of common stock of the
Company is effectively connected with the conduct of a trade or business in the
United States. A U.S. Holder does not include persons subject to special
provisions of Federal income tax law, such as tax-exempt organizations,
qualified retirement plans, financial institutions, insurance companies, real
estate investment trusts, regulated investment companies, broker-dealers,
nonresident alien individuals or foreign corporations whose ownership of common
stock is not effectively connected with the conduct of a trade or business in
the United States and shareholders who acquired their stock through the exercise
of employee stock options or otherwise as compensation.

Dividend Distributions on Shares of the Company

         Except as otherwise discussed below under "Passive Foreign Investment
Company Considerations," U.S. Holders receiving dividend distributions
(including constructive dividends) with respect to common stock are required to
include in gross income for United States Federal income tax purposes the gross
amount of such distributions to the extent that the Company has current or
accumulated earnings and profits, without reduction for any Canadian income tax
withheld from such distributions. Such Canadian tax withheld may be deducted or
may be credited against actual tax payable, subject to certain limitations,
against the U.S. Holder's United States Federal taxable income by those who
itemize deductions. See "Foreign Tax Credit." To the extent that distributions
exceed current or accumulated earnings and profits of the Company, they will be
treated first as a return of capital up to the U.S. Holder's adjusted basis in
the common stock and thereafter as a gain from the sale or exchange of the
common stock. Preferential tax rates for net capital gains are applicable to a
U.S. Holder that is an individual, estate or trust.

         In general, dividends paid on common stock will not be eligible for the
dividends received deduction provided to corporations receiving dividends from
certain United States corporations. A U.S. Holder which is a corporation may,
under certain circumstances, be entitled to a 70% deduction of the United States
source portion of dividends received from the Company (unless the Company is a
"foreign personal holding company" as defined in Code Section 552, or a "passive
foreign investment company" as defined below) if such U.S. Holder owns shares
representing at least 10% of the voting power and value of the Company. The
availability of this deduction is subject to several complex limitations that
are beyond the scope of this discussion.

Foreign Tax Credit

         A U.S. Holder who pays (or who has had withheld from distributions)
Canadian income tax with respect to the ownership of common stock may be
entitled, at the election of the U.S. Holder, to either a deduction or a tax
credit for such foreign tax paid or withheld. This election is made on a
year-by-year basis and generally applies to all foreign income taxes paid by (or
withheld from) the U.S. Holder during that year. There are significant and
complex limitations that apply to the credit, among which is the general
limitation that the credit cannot exceed the proportionate share of the U.S.
Holder's United States income tax liability that the U.S. Holder's foreign
source income bears to his or its worldwide taxable income. In the determination
of the application of this limitation, the various items of income and deduction
must be classified into foreign and domestic sources. Complex rules govern
income such as "passive income", "high withholding tax interest", "financial
services income", "shipping income" and certain other classifications of income.
The availability of the foreign tax credit and the application of the
limitations on the foreign tax credit are fact specific and holders and
prospective holders of common stock should consult their own tax advisors
regarding their individual circumstances.



                                       21
<PAGE>

Disposition of Common Shares

         Except as otherwise discussed below under "Passive Foreign Investment
Company Considerations," gain or loss realized on a sale of common stock will
generally be capital gain or loss, and will be long-term if the shareholder has
a holding period of more than one year. However, gain realized upon a sale of
common stock may under certain circumstances be treated as ordinary income, if
the Company were determined to be a "collapsible corporation" within the meaning
of Code Section 341 based on the facts in existence on the date of the sale. The
amount of gain or loss recognized by a selling U.S. Holder will be measured by
the difference between (i) the amount realized on the sale and (ii) his or its
tax basis in the common stock. Individual U.S. Holders may carryover unused
capital losses to offset capital gains realized in subsequent years. For U.S.
Holders that are corporations (other than corporations subject to Subchapter S
of the Code), any unused capital losses may only be carried back three and
forward five years from the year in which such losses are realized.

Passive Foreign Investment Company Considerations

         If the Company is a "passive foreign investment company" as defined in
Code Section 1296 (a "PFIC"), U.S. Holders will be subject to U.S. federal
income taxation under one of two alternative tax regimes at the election of each
such U.S. Holder. Code Section 1296 defines a PFIC as a corporation that is not
formed in the United States and either (i) 75% or more of its gross income for
the taxable year is "passive income", which includes interest, dividends and
certain rents and royalties or (ii) the average percentage, by fair market value
(or, if the Company elects, adjusted tax basis), of its assets that produce or
are held for the production of "passive income" is 50% or more. The Company
currently qualifies as a PFIC because 75% or more of its gross income for the
taxable year is "passive income," and may have been a PFIC in prior years. The
rules applicable to a PFIC that is also a "controlled foreign corporation", as
defined in Code Section 957, are more complex and are beyond the scope of this
discussion.

         A U.S. Holder who elects in a timely manner to treat the Company as a
"qualified electing fund" (an "Electing U.S. Holder") will be subject to current
federal income tax under Code Section 1293 for any taxable year in which the
Company is a PFIC (or is treated as such with respect to the Electing U.S.
Holder) on his or its pro-rata share of the Company's (i) "net capital gain"
(the excess of net long-term capital gain over net short-term capital loss),
which will be taxed as long-term capital gain to the Electing U.S. Holder; and
(ii) "ordinary earnings" (the excess of earnings and profits over net capital
gain), which will be taxed as ordinary income to the Electing U.S. Holder, in
each case, for the shareholder's taxable year in which (or with which) the
Company's taxable year ends, regardless of whether such amounts are actually
distributed.

         The qualified electing fund ("QEF") election generally also allows the
Electing U.S. Holder to (i) treat any gain realized on the disposition of his or
its common stock (or deemed to be realized on the pledge of his or its common
stock) as capital gain; (ii) treat his share of the Company's net capital gain,
if any, as long-term capital gain instead of ordinary income; and (iii) either
avoid interest charges resulting from PFIC status altogether, or make an annual
election, subject to certain limitations, to defer payment of current taxes on
his share of the Company's annual realized net capital gain and ordinary
earnings subject, however, to an interest charge on such deferred taxes.

         The procedure a U.S. Holder must comply with in making an effective QEF
election will depend upon whether the year of the election is the first year in
the U.S. Holder's holding period. If the U.S. Holder makes a QEF election in
such first year, then the U.S. Holder may make a QEF election by filing the
appropriate documents at the time the U.S. Holder files its tax return for such
first year.

         When a timely QEF election is made in the first year of the U.S.
Holders' holding period for which the Company qualifies as a PFIC, if the
Company no longer qualifies as a PFIC in the subsequent year, normal Code rules
will apply. It is unclear whether a new QEF election would be necessary if the
Company thereafter re-qualifies as a PFIC.

         If a U.S. Holder does not make a QEF election for the first year during
which he or it holds (or is deemed to have held) the common stock in question
and the Company is a PFIC (a "Non-electing U.S. Shareholder"), then special
taxation rules under Code Section 1291 will apply to (i) gains realized on the
disposition (or deemed to be realized by reason of a pledge) of his or its
common stock and (ii) certain "excess distributions", as specifically defined by
the Company.



                                       22
<PAGE>

         A non-electing U.S. shareholder generally will be required to pro-rate
all gains realized on the disposition of his or its common stock and all excess
distributions over the entire holding period of the common stock. All gains or
excess distributions allocated to prior years of the U.S. Holder (provided that
such years are not prior to the first day of the first taxable year of the
Company during such U.S. shareholder's holding period and beginning after
January 1, 1987 for which it was a PFIC) will be taxed at the highest tax rate
applicable to ordinary income for each such prior year. A non-electing U.S.
Holder also will be liable for interest on the foregoing tax liability for each
such prior year calculated as if such liability had been due with respect to
each such prior year. The balance of the gain or the excess distribution will be
treated as ordinary income in the year of the disposition or distribution, and
no interest charge will be incurred with respect to such balance.

         If the Company is a PFIC for any taxable year during which a
non-electing U.S. Holder holds common stock, then the Company will continue to
be treated as a PFIC with respect to such common stock, even if it is no longer
definitionally a PFIC. A non-electing U.S. Holder may terminate this deemed PFIC
status while the Company is still a PFIC by filing a QEF election and electing
to recognize a gain (which will be taxed under the rules discussed above for
non-electing U.S. Holders) as if such common stock had been sold on the first
day of the U.S. Holder's taxable year for which the U.S. Holder files the QEF
election. If the Company is no longer a PFIC, a U.S. Holder may terminate the
Company's deemed PFIC status by electing to recognize gain as if the common
stock had been sold on the last day of the last taxable year for which the
Company was a PFIC.

         Once a U.S. Holder has filed a QEF election, he or it will thereafter
be required to submit certain information regarding the Company to the Internal
Revenue Service each year. The Company intends to comply with such
record-keeping, reporting, and other requirements as necessary to enable its
U.S. Holders to make a QEF election; provided, that if regulations are issued
that contain exceedingly onerous reporting and record-keeping requirements, the
Company may decide that compliance is impracticable and will so notify its U.S.
Holders.

         Certain special, generally adverse, rules will apply with respect to
the common stock of the Company while the Company is a PFIC whether or not it is
treated as a QEF. For example under Code Section 1297(b)(6) a U.S. Holder who
uses PFIC stock as security for a loan (including a margin loan) will, except as
may be provided in regulations, be treated as having made a taxable disposition
of such stock. Moreover, under Code Section 1291(f) the Department of the
Treasury has authority to issue regulations, and has issued proposed
regulations, that would treat as taxable certain transfers that are generally
not otherwise taxed, such as gifts, exchanges pursuant to corporate
reorganizations, and transfers at death, although it is not clear that such
authority extends to transfers by Electing U.S. Holders.

         The foregoing discussion is based on existing provisions of the Code,
existing and proposed regulations thereunder, and current administrative rulings
and court decisions, all of which are subject to change. Any such changes could
affect the validity of the discussion. In addition, the implementation of
certain aspects of the PFIC rules requires the issuance of regulations which in
many instances have not yet been promulgated and which may have retroactive
effect. There can be no assurances that any of these proposals will be enacted
or promulgated, and if so, the form they will take or the effect that they may
have on this discussion. Accordingly, and due to the complexity of the PFIC
rules, U.S. persons who are shareholders or prospective shareholders of the
Company are strongly urged to consult their own tax advisors concerning the
impact of these rules on their investment in the Company.

F. DIVIDENDS AND PAYING AGENTS

Not applicable.

G. STATEMENT BY EXPERTS

Not applicable.



                                       23
<PAGE>

H. DOCUMENTS ON DISPLAY

         Whenever a reference is made in this Form 20-F to any contract,
agreement or other document, the reference may not be complete and you should
refer to the copy of that contract, agreement or other document filed as an
exhibit to one of our previous SEC filings.

         We file annual and special reports and other information with the SEC.
You may read and copy all or any portion of the registration statement and any
other document we file with the SEC at the SEC's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information about the public reference room.
Commencing with filings made this year, such material may also be obtained at
the Internet site the SEC maintains at http://www.sec.gov.

I. SUBSIDIARY INFORMATION

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Certain of the Company's anticipated future expenses, such as those for
exploration outside Canada, may be paid in currency other than the Canadian
Dollar. For example, certain costs may be paid in U.S. Dollars. As the Canadian
Dollar is depressed in comparison to the American Dollar, the Company's costs
may be higher than if such costs were paid in Canadian Dollars. The Company has
not adopted and does not intend to adopt a strategy to hedge against
fluctuations in currency.


                                     PART II

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.

         Not Applicable

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.

         None

ITEM 14. MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS.

         None

                                    PART III

ITEM 17. FINANCIAL STATEMENTS

The Company's financial statements have been prepared in accordance with Item 18
hereof.

ITEM 18. FINANCIAL STATEMENTS

The Company's financial statements included in this Annual Report on Form 20-F
following Part III and beginning on page F-1 are incorporated herein by
reference. Such financial statements are filed as part of this Annual Report on
Form 20-F. Under United States generally accepted accounting principles, the
Company would be considered a development stage company since its inception.
Throughout the periods indicated, the Company had no redeemable preferred shares
outstanding and declared no cash dividends on its common shares.



                                       24
<PAGE>

ITEM 19. EXHIBITS.

1.1      Certificate of Incorporation, as amended, and related Memorandum
         (incorporated by reference to Exhibit 1.1 of the Company's Registration
         Statement on Form 20-F (file no. 000-31085) filed July 19, 2000).

1.2      Articles (Bylaws) (incorporated by reference to Exhibit 1.2 of the
         Company's Registration Statement on Form 20-F (file no. 000-31085)
         filed July 19, 2000).

2.1      Instruments defining the rights of holders of equity securities being
         registered (included within Exhibit 1.2) (incorporated by reference to
         Exhibit 2.1 of the Company's Registration Statement on Form 20-F (file
         no. 000-31085) filed July 19, 2000).

3.3      Certificate of Authority to Transact Business in Alaska (incorporated
         by reference to Exhibit 3.3 of the Company's Registration Statement on
         Form 20-F (file no. 000-31085) filed July 19, 2000).



                                       25
<PAGE>

                                   SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing
this Form 20-F and that it duly caused and authorized the undersigned to sign
this annual report on its behalf

                                       ACHIEVA DEVELOPMENT CORP.




                                       /s/ James P. Bryce
                                       ------------------------------
                                       James P. Bryce


May 15, 2002



                                       26
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>
Report of Auditors                                                                      F-2

Balance Sheets as of October 31, 2000 and 2001                                          F-3

Statements of Operations for the years ended October  31, 1999, 2000 and 2001           F-4

Statements of Cash Flows for the years ended October  31, 1999, 2000 and 2001           F-5

Statement of Stockholders' Equity for the years ended October  31, 1998, 1999, 2000
and 2001                                                                                F-7

Notes to Consolidated Financial Statements                                              F-8
</Table>



                                      F-1
<PAGE>

                                                     [MORGAN COMPANY LETTERHEAD]




                                AUDITORS' REPORT

To the Shareholders of
Achieva Development Corp.
(An Exploration Stage Company)


We have audited the balance sheets of Achieva Development Corp. (an exploration
stage company) as at October 31, 2001 and 2000, and the statements of operations
and deficit accumulated during the exploration stage, cash flows, and
stockholders' equity for the years ended October 31, 2001, 2000 and 1999, and
for the period from January 10, 1986 (inception) to October 31, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with United States and Canadian 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. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at October 31, 2001 and 2000,
and the results of its operations and cash flows for the years ended October 31,
2001, 2000 and 1999, and for the period from January 10, 1986 (inception) to
October 31, 2001, in accordance with United States generally accepted accounting
principles applied on a consistent basis.



"Morgan & Company"
Chartered Accountants
Vancouver, B.C.
March 12, 2002



                                      F-2
<PAGE>

                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                                 BALANCE SHEETS
                          (STATED IN CANADIAN DOLLARS)



<Table>
<Caption>
                                                                                        OCTOBER 31
                                                                                    2001            2000
                                                                                ------------    ------------
<S>                                                                             <C>             <C>
ASSETS
CURRENT
     Cash and cash equivalents                                                  $    507,737    $    786,574
     Goods and Services Tax recoverable                                                  171           1,551
     Prepaid expense                                                                     228              --
     Loans receivable and accrued interest (Note 4)                                  237,562              --
                                                                                ------------    ------------
                                                                                     745,698         788,125

OFFICE FURNITURE, at cost less accumulated depreciation                                1,455           1,919
INVESTMENTS (Note 2)                                                                  29,097          76,400
LOANS RECEIVABLE AND ACCRUED INTEREST (Note 4)                                        21,597              --
EXPLORATION RIGHTS (Note 3)                                                               --              --
                                                                                ------------    ------------

                                                                                $    797,847    $    866,444
                                                                                ============    ============

LIABILITIES
CURRENT
     Accounts payable                                                           $     30,961    $     10,991
                                                                                ------------    ------------

SHAREHOLDERS' EQUITY

SHARE CAPITAL (Note 6)
     Authorized:
         100,000,000 Common voting shares, no par value
         100,000,000 Class A preference non-voting shares, par value $10 each
         100,000,000 Class B preference non-voting shares, par value $50 each
     Issued and Outstanding:
          14,007,350 (of which 140,626 shares are held in escrow) at
            October 31, 2001 and 2000                                              3,455,143       3,455,143

ACCUMULATED DEFICIT                                                               (2,633,045)     (2,573,328)
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)                                        (55,212)        (26,362)
                                                                                ------------    ------------
                                                                                     766,886         855,453
                                                                                ------------    ------------

                                                                                $    797,847    $    866,444
                                                                                ============    ============
</Table>



                                      F-3
<PAGE>

                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                      STATEMENTS OF OPERATIONS AND DEFICIT
                          (STATED IN CANADIAN DOLLARS)

<Table>
<Caption>
                                                                                                  INCEPTION
                                                                                                  JANUARY 10
                                                                                                   1986 TO
                                                            YEARS ENDED OCTOBER 31                OCTOBER 31
                                                     2001            2000            1999            2001
                                                 ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>
INTEREST AND OTHER INCOME                        $     51,433    $     27,136    $         --    $    137,314
                                                 ------------    ------------    ------------    ------------

EXPENSES
     Depreciation                                         464             622             553          35,357
     Interest                                           1,177             338             165          36,770
     Option payments and exploration costs
                                                        3,445          (4,530)        210,012       1,313,267
     Office, telephone, rent and sundry                13,888          41,385          38,517         584,210
     Professional fees                                 65,184          73,273          16,241         386,671
     Regulatory authorities and transfer agent
                                                       20,262           8,102           9,621         156,893
     Management fees and compensation                      --           5,000              --         281,450
     Consulting                                            --              --              --         132,406
     Travel                                             6,730              --              --         107,944
                                                 ------------    ------------    ------------    ------------
                                                      111,150         124,190         275,109       3,034,968
                                                 ------------    ------------    ------------    ------------
                                                      (59,717)        (97,054)       (275,109)     (2,897,654)

GAIN ON SALE OF INVESTMENTS                                --         114,138         140,442         254,580
GAIN ON SALE OF EXPLORATION PROJECT                        --              --              --         321,750
WRITE OFF OF INVESTMENT IN CONSOLIDATED BANK
  SERVICES INC                                             --              --              --        (253,903)
LOSS ON DISPOSAL OF OFFICE FURNITURE                       --              --              --         (17,818)
WRITE OFF OF MARKETING RIGHTS                              --              --              --         (40,000)
                                                 ------------    ------------    ------------    ------------

NET INCOME (LOSS) FOR THE YEAR                        (59,717)         17,084        (134,667)   $ (2,633,045)
                                                                                                 ============

DEFICIT, BEGINNING OF YEAR                         (2,573,328)     (2,590,412)     (2,455,745)
                                                 ------------    ------------    ------------

DEFICIT, END OF YEAR                             $ (2,633,045)   $ (2,573,328)   $ (2,590,412)
                                                 ============    ============    ============

NET INCOME (LOSS) PER SHARE                      $      (0.01)   $       0.01    $      (0.01)
                                                 ============    ============    ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
                                                   14,007,350      11,780,286       9,780,834
                                                 ============    ============    ============

COMPREHENSIVE INCOME (LOSS)
     Net income (loss) for the year              $    (59,717)   $     17,084    $   (134,667)
     Foreign currency translation adjustment
                                                       18,453          19,983          (1,220)
     Unrealized gain (loss) on investments            (47,303)       (270,881)        171,506
                                                 ------------    ------------    ------------

TOTAL COMPREHENSIVE INCOME (LOSS)                $    (88,567)   $   (233,814)   $     35,619
                                                 ============    ============    ============
</Table>



                                      F-4
<PAGE>

                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                          (STATED IN CANADIAN DOLLARS)

<Table>
<Caption>
                                                                                                                   INCEPTION
                                                                                                                   JANUARY 10
                                                                                                                    1986 TO
                                                                             YEARS ENDED OCTOBER 31                OCTOBER 31
                                                                      2001            2000            1999            2001
                                                                  ------------    ------------    ------------    ------------
<S>                                                               <C>             <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss) for the year                               $    (59,717)   $     17,084    $   (134,667)   $ (2,633,045)
                                                                  ------------    ------------    ------------    ------------

ADJUSTMENTS TO RECONCILE LOSS TO NET CASH USED BY OPERATING
  ACTIVITIES
     Shares issued for other than cash                                      --           5,000          21,500         445,007
     Shares received as an option payment                                   --         (25,000)             --         (25,000)
     Depreciation                                                          464             622             553          35,357
     Gain on sale of investment                                             --        (114,138)       (140,442)       (254,580)
     Gain on sale of exploration project                                    --              --              --        (321,750)
     Write off of investment in Consolidated Bank Services Inc.
                                                                            --              --              --         253,903
     Loss on disposal of office furniture                                   --              --              --          17,818
     Write off of marketing rights                                          --              --              --          40,000
     Change in Goods and Services Tax recoverable                        1,380            (988)           (183)           (171)
     Change in loan receivable                                           5,200          (5,200)             --              --
     Change in prepaid expenses                                           (228)             --              --            (228)
     Change in accounts payable                                         20,490           7,351         (12,993)         30,961
                                                                  ------------    ------------    ------------    ------------
TOTAL ADJUSTMENTS                                                       27,306        (132,353)       (131,565)        221,317
                                                                  ------------    ------------    ------------    ------------
NET CASH USED IN OPERATING ACTIVITIES                                  (32,411)       (115,269)       (266,232)     (2,411,728)
                                                                  ------------    ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Loans receivable and accrued interest                            (259,159)             --              --        (259,159)
     Office furniture                                                       --              --          (1,342)        (54,630)
     Reclamation bond                                                       --              --           2,100              --
     Exploration advance                                                    --              --          34,735              --
     Investment in Consolidated Bank Services Inc.                          --              --              --        (253,903)
     Marketing rights                                                       --              --              --         (40,000)
                                                                  ------------    ------------    ------------    ------------
NET CASH USED IN INVESTING ACTIVITIES                                 (259,159)             --          35,493        (607,692)
                                                                  ------------    ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Issue of shares for cash                                               --         648,933           5,200       3,010,134
     Loans payable                                                      (5,720)        (91,468)         67,994              --
     Proceeds on sale of investment                                         --         231,042         248,765         479,807
                                                                  ------------    ------------    ------------    ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                               (5,720)        788,507         321,959       3,489,941
                                                                  ------------    ------------    ------------    ------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                 18,453          19,983          (1,220)         37,216
                                                                  ------------    ------------    ------------    ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                                                      (278,837)        693,221          90,000         507,737

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                           786,574          93,353           3,353              --
                                                                  ------------    ------------    ------------    ------------

CASH AND CASH EQUIVALENTS, END OF YEAR                            $    507,737    $    786,574    $     93,353    $    507,737
                                                                  ============    ============    ============    ============
</Table>



                                      F-5
<PAGE>

                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                          (STATED IN CANADIAN DOLLARS)



SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES

During the year ended October 31, 2000, as part of a private placement, the
Company issued 83,333 units to a director at a value of $0.18 per unit. Cash
proceeds of $0.15 per unit were received, and an amount of $5,000 was charged to
management fees and compensation representing the difference between the
subscription price and the market value of the units.

During the year ended October 31, 1999, the Company issued 50,000 common shares
at a deemed value of $0.43 per share as part consideration in the acquisition of
the Ladue mineral claims in Alaska.



                                      F-6
<PAGE>

                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                        STATEMENT OF STOCKHOLDERS' EQUITY

                                OCTOBER 31, 2001
                          (STATED IN CANADIAN DOLLARS)



<Table>
<Caption>
                                                                      ACCUMULATED
                                          NUMBER                        OTHER
                                            OF                       COMPREHENSIVE
                                          SHARES         AMOUNT         INCOME          DEFICIT          TOTAL
                                       ------------   ------------   -------------    ------------    ------------
<S>                                    <C>            <C>            <C>              <C>             <C>
BALANCE, OCTOBER 31, 1998                 9,877,350   $  2,774,509   $      54,250    $ (2,455,745)   $    373,014

     Shares issued for cash                  20,000          5,200              --              --           5,200
     Shares issued for mineral
       property                              50,000         21,500              --              --          21,500
     Net loss                                    --             --              --        (134,667)       (134,667)
     Reclassification adjustment for
       realized gain included in net
       income                                    --             --         (18,246)             --         (18,246)
     Unrealized gain on investments
       held for resale                           --             --         189,752              --         189,752
     Translation adjustment                      --             --          (1,220)             --          (1,220)
                                       ------------   ------------   -------------    ------------    ------------

BALANCE, OCTOBER 31, 1999                 9,947,350      2,801,209         224,536      (2,590,412)        435,333

     Shares issued for cash               4,060,000        653,934              --              --         653,934
     Net income                                  --             --              --          17,084          17,084
     Reclassification adjustment for
       realized gain included in net
       income                                    --             --        (123,655)             --        (123,655)
     Unrealized loss on investments
       held for resale                           --             --        (147,226)             --        (147,226)
     Translation adjustment                      --             --          19,983              --          19,983
                                       ------------   ------------   -------------    ------------    ------------

BALANCE, OCTOBER 31, 2000                14,007,350      3,455,143         (26,362)     (2,573,328)        855,453

     Net loss                                    --             --              --         (59,717)        (59,717)
     Unrealized loss on investments
       held for resale                           --             --         (47,303)             --         (47,303)
     Translation adjustment                      --             --          18,453              --          18,453
                                       ------------   ------------   -------------    ------------    ------------

BALANCE, OCTOBER 31, 2001                14,007,350   $  3,455,143   $     (55,212)   $ (2,633,045)   $    766,886
                                       ============   ============   =============    ============    ============
</Table>



                                      F-7
<PAGE>

                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                            OCTOBER 31, 2001 AND 2000
                          (STATED IN CANADIAN DOLLARS)

1. NATURE OF OPERATIONS

     a)  Exploration Stage Activities

         The Company is in the process of exploring certain mineral claims in
         which it has secured exploration rights, and has not yet determined
         whether the mineral claims contain ore reserves that are economically
         recoverable.

     b)  Significant Accounting Policies

         The financial statements of the Company have been prepared in
         accordance with generally accepted accounting principles in the United
         States. Because a precise determination of many assets and liabilities
         is dependent upon future events, the preparation of financial
         statements for a period necessarily involves the use of estimates which
         have been made using careful judgement.

         The financial statements have, in management's opinion, been properly
         prepared within reasonable limits of materiality and within the
         framework of the significant accounting policies summarized below:

         i)   Option Payments and Exploration Costs

              The Company expenses all costs related to the maintenance and
              exploration of mineral claims in which it has secured exploration
              rights prior to establishment of proven and probable reserves. To
              date, the Company has not established the commercial feasibility
              of its exploration prospects, therefore, all costs are being
              expensed.

         ii)  Depreciation

              Office furniture is depreciated at the rate of 20% on the
              declining balance basis.

         iii) Investments

              The Company's equity securities are classified as
              available-for-sale and are carried at fair value which is based
              upon market quotes of the underlying securities.

         iv)  Cash and Equivalents

              Cash and equivalents include cash on hand, amounts held in and due
              from banks and highly liquid marketable securities with maturities
              of three months or less at date of purchase.



                                      F-8
<PAGE>

                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                            OCTOBER 31, 2001 AND 2000
                          (STATED IN CANADIAN DOLLARS)



1.   NATURE OF OPERATIONS (Continued)

     b)  Significant Accounting Policies (Continued)

         v)     Income Taxes

                Income taxes are recorded in accordance with the provisions of
                Statement of Financial Accounting Standards (SFAS) No. 109 -
                "Accounting for Income Taxes". SFAS No. 109 requires recognition
                of deferred income tax assets and liabilities for the future tax
                consequences attributable to differences between the financial
                statement carrying amounts of existing assets and liabilities,
                and their respective tax bases. Deferred tax assets and
                liabilities are measured using enacted tax rates expected to
                apply to taxable income in the years in which those temporary
                differences are expected to be recovered or settled.

         vi)    Stock Based Compensation

                The Company measures compensation cost for stock based
                compensation using the intrinsic value method of accounting as
                prescribed by A.P.B. Opinion No. 25 - "Accounting for Stock
                Issued to Employees". The Company has adopted those provisions
                of Statement of Financial Accounting Standards No. 123 -
                "Accounting for Stock Based Compensation", which requires
                disclosure of the pro-forma effect on net earnings and earnings
                per share as if compensation cost had been recognized based upon
                the estimated fair value at the date of grant for options
                awarded.

         vii)   Loss per Share

                Loss per share is based on the weighted average number of common
                shares outstanding during the year, excluding escrowed shares.
                Since the Company's stock options and warrants are
                anti-dilutive, they have not been included in the calculation.

         viii)  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 disclosure of contingent assets
                and liabilities at the date of the financial statements, and the
                reported amounts of revenues and expenses for the reporting
                period. Actual results could differ from these estimates.



                                      F-9
<PAGE>

                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                            OCTOBER 31, 2001 AND 2000
                          (STATED IN CANADIAN DOLLARS)

1.   NATURE OF OPERATIONS (Continued)

     b)  Significant Accounting Policies (Continued)

         ix)  Financial Instruments

              The Company's financial instruments consist of cash, Goods and
              Services Tax recoverable, accounts payable, and loans payable.

              Unless otherwise noted, it is management's opinion that this
              Company is not exposed to significant interest or credit risks
              arising from these financial instruments. The fair value of these
              financial instruments approximate their carrying values, unless
              otherwise noted.

         x)   Non-Monetary Transactions

              Shares of common stock of the Company issued for non-monetary
              consideration are valued at the quoted market price per share at
              the close of trading on the day of completion of the transaction.

         xi)  Foreign Currency Translation

              Transactions recorded in United States dollars have been
              translated into Canadian dollars using the Temporal Method as
              follows:

              i)    monetary items at the rate prevailing at the balance sheet
                    date;

              ii)   non-monetary items at the historical exchange rate;

              iii)  revenue and expense at the average rate in effect during the
                    applicable accounting period.

              Gains or losses arising on translation are included in the results
              of operations.

2.   INVESTMENTS

<Table>
<Caption>
                                                                                          2001       2000
                                                                                        --------   --------
<S>                                                                                     <C>        <C>
     a)  South American Minerals Inc., 90,000 common shares with a historic cost, at
         October 31, 2001 and 2000, of $96,525                                          $ 28,597   $ 72,900

     b)  Luminex Ventures Inc., 50,000 common shares with a historic cost, at October
         31, 2001 and 2000, of $25,000                                                       500      3,500
                                                                                        --------   --------

                                                                                        $ 29,097   $ 76,400
                                                                                        ========   ========
</Table>



                                      F-10
<PAGE>

                            ACHIEVA DEVELOPMENT CORP.
                          (A EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                            OCTOBER 31, 2001 AND 2000
                          (STATED IN CANADIAN DOLLARS)



3.   EXPLORATION RIGHTS

     a)  Ladue Mineral Claims, Alaska

         The Company has entered into an agreement to acquire, subject to a 1%
         net smelter return, a 100% interest in 62 claim blocks in the Tanana
         Uplands area of southern Alaska. The agreement provides for a cash
         payment of $10,000 (paid) and the issuance of 50,000 common shares as
         consideration for the acquisition of the claims (issued).

         The Company granted a company, related by a common director, the option
         to acquire 50% of its interest in the Ladue Mineral Claims. In order to
         earn its interest in the claims, the optionee must make a cash payment
         of $2,000 U.S. (paid), issue up to 100,000 common shares (50,000 common
         shares issued), and expend $50,000 U.S. on the property by September
         30, 2001.

         During the year ended October 31, 2001, the Company abandoned its
         interest in these mineral claims.

     b)  Mac and Dall Mineral Claims, Alaska

         The Company has acquired, by staking, a 50% interest in two claim
         group, each consisting of 20 mineral claims and 4 prospecting sites in
         the Tanana Uplands area of southern Alaska.

         During the year ended October 31, 2000, the Company abandoned its
         interest in these mineral claims.

     c)  Shaw Creek - Big Delta Quadrangle, Alaska

         The Company acquired, by staking, a 50% interest in 4 blocks of 24
         prospecting sites located on Shaw Creek - Big Delta Quadrangle, Alaska.

         In addition, the Company signed a letter of intent, subject to
         regulatory approval, to acquire, subject to a 1.5% net smelter royalty,
         the other 50% interest in the above noted prospecting sites for the
         following consideration:

         -    U.S. $30,000 on signing

         -    200,000 shares

         During the year ended October 31, 2000, the Company abandoned its
         interest in these mineral claims.



                                      F-11
<PAGE>

                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                            OCTOBER 31, 2001 AND 2000
                          (STATED IN CANADIAN DOLLARS)

3.   EXPLORATION RIGHTS (Continued)

     d)  Silver Ridge, B.C.

         The Company entered into an option agreement for the acquisition of a
         70% interest in certain mineral claims located in the Revelstoke Mining
         District of B.C. In order to earn this interest, the Company must make
         cash payments totalling $107,800 ($13,800 paid to date) at set
         intervals over three years, must incur exploration expenditures
         totalling $490,000 at set intervals over four years, and must issue
         200,000 shares in 50,000 share increments as work progresses on the
         property (50,000 shares issued to date).

         During the year ended October 31, 1999, the Company abandoned its
         interest in these mineral claims.

4.   LOANS RECEIVABLE AND ACCRUED INTEREST

     Loans receivable, including interest at 18% per annum, are repayable in
     cash or marketable securities in twelve installments commencing November
     15, 2001.

<Table>
<Caption>
                                           2001       2000
                                         --------   --------
<S>                                      <C>        <C>
Loans and accrued interest outstanding   $259,159   $     --
 Deduct: Current portion                  237,562         --
                                         --------   --------

                                         $ 21,597   $     --
                                         ========   ========
</Table>

     The outstanding balance is secured by marketable securities with a market
     value of $78,750 at October 31, 2001.

5.   INCOME TAXES

     Income tax computed using the statutory income tax rate differs from the
     Company's effective tax rate primarily due to the following items:

<Table>
<Caption>
                                                     2001        2000        1999
                                                   --------    --------    --------
<S>                                                <C>         <C>         <C>
Income tax expense at statutory rate               $(26,634)   $  7,859    $(61,947)

Permanent differences                                    --     (13,126)    (16,150)
Change in deferred tax asset valuation allowance    (26,634)      5,267      78,097
                                                   --------    --------    --------

Provision for income taxes                         $     --    $     --    $     --
                                                   ========    ========    ========
</Table>



                                      F-12
<PAGE>

                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                            OCTOBER 31, 2001 AND 2000
                          (STATED IN CANADIAN DOLLARS)

5.   INCOME TAXES (Continued)

     Deferred tax assets consist of the following:

<Table>
<Caption>
                                            2001          2000          1999
                                         ----------    ----------    ----------
<S>                                      <C>           <C>           <C>
Net operating loss carryforwards         $  388,700    $  431,700    $  501,800
Deferred tax asset valuation allowance     (388,700)     (431,700)     (501,800)
                                         ----------    ----------    ----------

Net deferred tax asset                   $       --    $       --    $       --
                                         ==========    ==========    ==========
</Table>

     As at October 31, 2001, the Company has available tax loss carryforwards of
     approximately $872,000 which may be offset against future Canadian taxable
     income. The losses expire over the period to 2008.

6.   SHARE CAPITAL

     a)  During the year ended October 31, 2000, the Company completed the
         private placement of 2,333,333 units at $0.15 per unit, each unit
         consisting of one common share and one non-transferable share purchase
         warrant for the purchase of an additional common share at $0.15 per
         share for one year, or at $0.175 per share during the second year.

         Included in the private placement were 83,333 units issued to a
         director. As the units were issued at a price less than the trading
         price on the date of subscription, the Company has recorded a
         compensation expense of $5,000.

     b)  Of the issued shares, 140,626 are held in escrow subject to approval
         for release by the regulatory authorities.

     c)  On July 18, 1998, the Company granted incentive stock options to
         directors and employees to acquire 987,000 shares at $0.26 per share up
         to July 16, 2003.

         As at October 31, 2001, options to acquire 447,000 (2000 - 907,000,
         1999 - 967,000) shares at $0.26 per share up to July 16, 2003 were
         outstanding.

         Had the Company accounted for stock options as required by SFAS 123 -
         "Accounting for Stock Based Compensation", the Company's net income
         (loss) and earnings (loss) per share would be as follows:

<Table>
<Caption>
                                2001            2000           1999
                            ------------    ------------   ------------
<S>                         <C>             <C>            <C>
Net income (loss)           $    (59,717)   $     17,084   $   (134,667)
Earnings (Loss) per share   $      (0.01)   $       0.01   $      (0.01)
</Table>



                                      F-13