<PAGE>   1

                                 FORM 20-F/A-1

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

                                   ----------

                                       TO

[ ]  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, 2000

                                       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 000-31085

                            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 - par value $0.00
                         ------------------------------
                                (Title of Class)

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

                                      None

<PAGE>   2

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  X  Item 18
                       ---         ---

<PAGE>   3

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----

<S>                                                                                                            <C>
PART I............................................................................................................4

        ITEM 1.  DESCRIPTION OF BUSINESS..........................................................................4
               Business Development...............................................................................4
               History of Operation...............................................................................4
               Plan of Operation for Remainder of Fiscal Year 2001 and First Six Months of Fiscal Year 2002.......5
               Sales, Revenue and Capital.........................................................................5
               Risk Factors Relating to Mineral Exploration.......................................................6

        ITEM 2.  DESCRIPTION OF PROPERTIES.......................................................................10
               Ladue Mineral Claims..............................................................................10
                      Location and Access........................................................................10
                      The Company's Interest in the Ladue Mineral Claims.........................................11
                      History and Exploration Stage..............................................................12

        ITEM 3.  LEGAL PROCEEDINGS...............................................................................12

        ITEM 4.  CONTROL OF COMPANY..............................................................................12

        ITEM 5.  NATURE OF TRADING MARKET........................................................................13

        ITEM 6.  EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS..............................14

        ITEM 7.  TAXATION........................................................................................14
               Canadian Federal Income Tax Consequences..........................................................14
                      Dividend Distributions on Shares...........................................................14
                      Disposition of Shares......................................................................14
               United States Federal Income Tax Consequences.....................................................15
                      U.S. Holders...............................................................................15
                      Dividend Distributions on Shares of the Company............................................15
                      Foreign Tax Credit.........................................................................16
                      Disposition of Common Shares...............................................................16
                      Passive Foreign Investment Company Considerations..........................................16

        ITEM 8.  SELECTED FINANCIAL DATA.........................................................................18
               5 Year Analysis...................................................................................19
               Exchange Rates....................................................................................20

        ITEM 9.  Management's Discussion And Analysis Of Financial Condition And Results Of Operations...........20
               Liquidity And Capital Resources...................................................................20
               Results Of Operations.............................................................................22
                      Six Months ended April 30, 2001............................................................22
                      Three Months ended January 31, 2001........................................................23
                      Fiscal Year ended October 31, 2000 ........................................................23
                      Fiscal Year ended October 31, 1999.........................................................24
                      Fiscal Year ended October 31, 1998 ........................................................25
</Table>

                                       i
<PAGE>   4

<Table>
<S>                                                                                                              <C>
        ITEM 9A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.....................................25

        ITEM 10.  DIRECTORS AND OFFICERS OF THE REGISTRANT.......................................................26

        ITEM 11.  COMPENSATION OF DIRECTORS AND OFFICERS.........................................................26

        ITEM 12.  OPTIONS TO PURCHASE SECURITIES FROM THE REGISTRANT OR ITS SUBSIDIARIES.........................27
               Common Stock Options..............................................................................27
               Common Stock Purchase Warrants....................................................................28

        ITEM 13.  INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS.................................................28

PART II..........................................................................................................29

        ITEM 14.  DESCRIPTION OF SECURITIES TO BE REGISTERED.....................................................29
               Common Shares.....................................................................................29
               Certain Corporate Law Considerations..............................................................29

PART III.........................................................................................................29

        ITEM 15.  DEFAULTS UPON SENIOR SECURITIES................................................................29

        ITEM 16.  CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED SECURITIES........................30

PART IV..........................................................................................................30

        ITEM 17.  FINANCIAL STATEMENTS...........................................................................30

        ITEM 18.  FINANCIAL STATEMENTS...........................................................................30

        ITEM 19.  FINANCIAL STATEMENTS AND EXHIBITS..............................................................30

        SIGNATURES...............................................................................................32

        FINANCIAL STATEMENTS....................................................................................F-1
</Table>

                                       ii
<PAGE>   5

                           CURRENCY AND EXCHANGE RATES

All dollar amounts set forth in this amended 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 U.S. 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.

<Table>
<Caption>
                 Nine Months ended          Six Months ended
                       7/31/01                   4/30/01
                 -----------------          ----------------

<S>              <C>                        <C>
End of Period          1.5303                    1.5356

High for
Period                 1.5789                    1.5789

Low for
Period                 1.4936                    1.4936

Average for
Period                 1.5356                    1.5463
</Table>

<Table>
<Caption>
                 Quarter-ended     Year-ended       Year-ended        Year-ended       Year-ended        Year-ended
                    1/31/01         10/31/00         10/31/99          10/31/98         10/31/97          10/31/96
                 -------------     ----------       ----------        ----------       ----------        ----------

<S>              <C>               <C>              <C>               <C>              <C>               <C>
End of Period        1.50             1.5310          1.4400             1.5375           1.4288           1.3697

High for
Period               1.5593           1.5310          1.5302             1.5770           1.4364           1.3815

Low for
Period               1.4948           1.4341          1.4440             1.4113           1.3357           1.3310

Average for
Period               1.5223           1.4752          1.4858             1.4836           1.3849           1.3638
</Table>

                          GLOSSARY OF SIGNIFICANT TERMS

Certain terms and their usage used throughout this amended Annual Report are
defined below:

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

Bedrock            The solid mass of rock that makes up the earth's crust.

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.

Cretaceous         A period of geological time ranging from 135 to 63 million
                   years ago.

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

                                       1
<PAGE>   6



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.

Displacement       Relative movement of the two sides of a fault.

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 delineation of the deposit by means of drilling and
                   sampling.

Fault              A zone of rock fracture along which there has been
                   displacement.

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.

Intrusion          The entrance of magma into pre-existing rock.

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

Lithology          The physical character of a rock, such as color, mineralogy
                   and grain size.

Lithogeochemical
Sampling           A method of collecting boulder chips on a grid basis, then
                   laboratory analysis for detection of alteration products. The
                   various alteration products are plotted on maps to indicate
                   the presence of anomalous zones.

Lode               A tabular deposit between definite walls.

Magma              Liquid or molten rock deep in the earth in a zone of very
                   high temperatures and enormous pressure where rock fusion
                   takes place (Upper Mantle).

Metasedimentary    Sedimentary rock that has been changed by heat or pressure.

Metavolcanic       A metamorphosed volcanic rock.

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.

Paleozoic era      The earliest era of the Phanerozoic Eon, marked by the
                   presence of marine invertebrates, fish, amphibians, insects
                   and land plants.

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,

                                       2
<PAGE>   7

                   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".

Schist             A course-grained, strongly foliated metamorphic rock that
                   develops from phyllite and splits easily into flat, parallel
                   slabs.

Silt               A sedimentary rock which is intermediate in texture and grain
                   size between sand and claystone.

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.

Tertiary period    A name for the major portion of the Cenozoic era, the most
                   recent of the geological eras from around 66 to 26 million
                   years ago.

Unconformably      Not succeeding the underlying rocks in immediate order of age
                   or not fitting together with them as parts of a continuous
                   whole.

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.

                                       3
<PAGE>   8

PART I

ITEM 1. DESCRIPTION OF BUSINESS

THE COMPANY

BUSINESS DEVELOPMENT

     Achieva Development Corp. (the "Company" or the "Registrant"), was
incorporated on January 10, 1986, pursuant to the laws of the Province of
British Columbia, Canada 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 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.

     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.

     Since 1988, the Company has been 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 on the
mineral property in which it owns an interest, and there is no assurance that
the Company will discover an economically viable mineral deposit. The Company is
currently focused on exploration of the Ladue Mineral Claims in the State of
Alaska, which is more fully discussed below. There can be no assurance that a
commercially viable ore body or reserve exists in this property until
exploration work is completed and an evaluation of such work concludes legal and
economic feasibility.

HISTORY OF OPERATION

     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. In April 2001, South American common stock traded on the OTC Bulletin
Board in the range of US$0.33-$0.55 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

                                       4
<PAGE>   9

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's interest in the Ladue Mineral Claims property is not a 100%
ownership interest, but is limited as described below (see "Item 2. Description
of Properties").

PLAN OF OPERATION FOR REMAINDER OF FISCAL YEAR 2001 AND THE FIRST SIX MONTHS OF
FISCAL YEAR 2002

     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.

     The results of rock and soil sampling on the Ladue Mineral Claims by the
Company produced sufficient results to justify continued exploration by the
Company. The Company's Plan of Operation for the remainder of fiscal year 2001
and the first six months of 2002 is to focus on exploration of the Ladue Mineral
Claims in the State of Alaska.

SALES, REVENUE AND CAPITAL

     The Company has had no sales and has generated no revenue from its
operations for the last five fiscal years, and the capital required to fund
further exploration will come from proceeds from earlier sales of shares of
common stock in South American, from the sales of additional shares of South
American held by the Company, and from funds generated through sales of
securities. Liquid working capital available at April 30, 2001 is $514,679 and
the Company retains 90,000 shares of South American common stock available to
generate additional working capital, if needed. The stock currently trades on
the OTC Bulletin Board in the range of US$0.33-$0.55. 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. 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.

                                       5
<PAGE>   10

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

                                       6
<PAGE>   11

of Alaska, where the Ladue Mineral Claims are located. 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 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 which
constitute most of the Company's property holdings in the State of Alaska, may,
in certain cases, be uncertain and is subject to being contested. While the
Company believes that it has a valid interest in the Ladue Mineral Claims and
that there are no liens or other encumbrances on the Ladue Mineral Claims that
would materially affect the Company's interests, the Company has not sought to
complete a title examination or acquire a title opinion regarding its interest
in the Ladue Mineral Claims. Risk exists that title may be defective or have
certain liens or encumbrances attached, and that the Company could lose its
interest in the Ladue Mineral Claims.

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

                                       7
<PAGE>   12

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 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

                                       8
<PAGE>   13

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.

     The Company's 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
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 13, "Interest of Management in Certain Transactions").

                                       9
<PAGE>   14

ITEM 2. DESCRIPTION OF PROPERTIES

Ladue Mineral Claims

Location and Access

     The Ladue Mineral Claims are situated in the State of Alaska near its
Southeastern border with Canada, approximately 350 kilometers Southeast of
Fairbanks. They are located in the Tanacross Quadrangle which also lies within
the Tintina gold belt, between the Tintina and Denali faults. The claims are
centered at about 63 degrees 26'20"N latitude and 141 degrees 19'25"W longitude.

     Access to the claims is made via helicopter from the city of Tok, Alaska or
by four-wheel-drive along an old unmaintained track that begins five kilometers
north of Tok on the Taylor Highway and extends Northeast to within one kilometer
of the claims. The following map depicts the Ladue Mineral Claims and the area
surrounding the Claims:

[IMAGE/GRAPHIC - SMALL-SCALE MAP INDICATING ONLY THE LOCATION AND ACCESSIBILITY
OF THE LADUE MINERAL CLAIMS.]

                                       10
<PAGE>   15

The Ladue Mineral Claims are the subject of a report prepared for the Company by
Gary L. Wesa, B.Sc., F.G.A.C., dated December 1998 (the "Ladue Report"). Mr.
Wesa is an independent contractor. The area of the Ladue Mineral Claims has
experienced limited prospecting and study. The United States Geological Survey
completed some scale mapping of the area, however, regional mapping is not
detailed enough to fully describe the geology of the Ladue Mineral Claims.

Specific geologic information regarding the Ladue Mineral Claims indicated that
the primary physical characteristics of the rocks underlying the Ladue Mineral
Claims as Paleozoic era mica-schist comprised of quartz-muscovite-chlorite
schist, quartz-sericite-chlorite-epidote schist, quartz-actinolite schist and
feldspar-quartz-sericite schist with minor chlorite schist and biotite schist.
Also, a subcrop of quartz-feldspar porphyry was identified within the
metasedimentary-metavolcanic sequence. This intrusion probably is Cretaceous to
Tertiary in age and is characterized by very low iron content. Similar low iron
granitic plutons occur four kilometers to the east and west of the claims.

The Company's Interest in the Ladue Mineral Claims

     Pursuant to a prospecting agreement (the "Harman Agreement") with Andrew G.
Harman ("Harman") dated June 23, 1998, the Company agreed to fund a one month
mineral property prospecting program in the Tanana Uplands region of Alaska. In
exchange, Mr. Harman granted the Company a 40 day option (the "Option") to
acquire a 100% interest in any properties staked by Harman during the
prospecting program, subject to 1% net smelter returns royalty, and payment of
$10,000.00 and delivery to Mr. Harman of 50,000 shares of the Company's common
stock. In the event the option was not exercised, Mr. Harman and the Company
would be required to jointly negotiate the sale of the property to a third
person, the proceeds of such sale being divided equally between Mr. Harman and
the Company.

     On November 10, 1998, the Company exercised the above-described option with
respect to 62 mineral claims units which Harman staked in the Tanana Uplands,
known as the Ladue Mineral Claims. At such time the Company paid $10,000.00 and
issued 50,000 shares of the Company's common stock to Mr. Harman.

     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, in consideration of
Luminex's payment of US$2,000.00 to the Company and issuance of 100,000 shares
of Luminex common stock in two tranches to the Company, and completion of an
aggregate of US$50,000.00 in exploration expenditures in two phases by September
30, 2001. To date, Luminex has paid the US$2,000.00 to the Company and issued
50,000 shares of its common stock to the Company, in anticipation of acquiring
the above-described interest in the Ladue Mineral Claims. The option agreement
also mandates that Luminex issue an additional 50,000 shares of its common stock
to the Company within fifteen days of delivery of a geological report describing
the results of Phase 1. The fieldwork has been completed and the Company is
waiting for the geological report.

     The Company has timely converted each prospecting site to a claim by way of
a recording with the ADNR. The Company is subject to an annual labor requirement
wherein the Company must spend $100.00 per claim per year in drilling,
excavation or geological work to maintain its exploration rights on the
property. The Company is also subject to an annual rental fee imposed by the
ADNR of $20.00 per claim per year for the first five years, $40.00 per claim per
year for the next five years, and $100.00 per claim per year for every
subsequent year. In the event the Company begins mining activities that result
in mineral production there is an additional royalty to be paid to the ADNR,
which currently averages 3% of the Company's mineral reserve production net
income.

                                       11
<PAGE>   16

History and Exploration Stage

     A portion of the property covering the Ladue Mineral Claims was previously
staked by an independent placer miner in the late 1960's. To the best of the
Company's knowledge, the results of such staking were unremarkable. Available
information indicates that the area has experienced little exploration, likely
due to the remoteness of the area. However, many of the creeks in the immediate
area have been placer mined for gold. No other previous work is documented
within the claims area. The property is without known reserves and all future
programs would be exploratory in nature.

     In 1998, the Company retained consultants to conduct preliminary helicopter
reconnaissance prospecting, geological mapping, and sampling of the Ladue
Mineral Claims with the objective of evaluating the claims' potential for
hosting an economic gold deposit. Approximately 60% of the claims were examined
by reconnaissance geological mapping and prospecting. The majority of this
effort focused on Chicken Creek and slopes to the east in the eastern half of
the claims area.

     An evaluation of the results from the Company's 1998 exploration program
indicates that a large area of anomalous gold-in-rock and stream silt values,
measuring approximately 1,000 by 1,000 meters is worthy of further exploration.
Additional work is recommended to fully assess the potential of the Ladue
Mineral Claims to host a large mineralized area that warrants a grid controlled
geochemical anomaly to determine the most favorably mineralized targets for
trench surface sampling, core sampling or other methods used in the exploration
stage. The exploration program with an estimated cost of US$67,000.00 would
include creation of a grid followed by grid-controlled soil geochemistry
sampling covering the area of anomalous gold-in-rock and stream silt values on
the eastern side of Chicken Creek, stream silt sampling. Soil samples should be
collected, using soil drills, at depths below any pale colored ash or clay
layers, and anomalous target areas within the grid, outlined by grid soil
sampling, should be exposed to bedrock by blasting or hand trenching. The
exploration would also focus on detailed geological mapping, prospecting and
lithogeochemical sampling of incised drainages, gullies and bedrock exposures
which yield anomalous gold values to determine their significance regarding
controls on mineralization.

THE LADUE MINERAL CLAIMS ARE WITHOUT A KNOWN BODY OF COMMERCIAL ORE AND ANY
FUTURE EXPLORATION PROGRAMS CONDUCTED BY THE COMPANY WOULD BE AN EXPLORATORY
SEARCH FOR ORE.

ITEM 3. LEGAL PROCEEDINGS

     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.

ITEM 4. CONTROL OF COMPANY

     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, 2001, 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:

                                       12
<PAGE>   17

<Table>
<Caption>
                                 COMMON SHARES (in thousands)
          IDENTITY OF
         PERSON & GROUP                   QUANTITY         %
         --------------                  ----------      ------

<S>                                      <C>             <C>
James P. Bryce                            1,921,344      13.71%
Directors & Officers as a Group (n1)      1,921,834      13.72%
Total outstanding (at (7/24/01)          14,007,350        100%

</Table>

----------

n1   Consists of James P. Bryce and Raymond Roland.

ITEM 5. NATURE OF TRADING MARKET

     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 table below lists the high and low sales prices on the CDNX for shares
of the Company's common stock for each quarter in each of the Company's last two
completed fiscal years, and for the three quarters of the Company's current
fiscal year 2001. The high, low and closing of the Company's stock on the CDNX
on July 31, 2001 was $0.23, $0.21, and $0.21 per share, respectively.

<Table>
<Caption>
                                           HIGH                   LOW
QUARTER ENDED

<S>                                        <C>                    <C>
7/31/01                                    .43                    .20
4/30/01                                    .65                    .26
1/31/01                                    .30                    .14
10/31/00                                   .61                    .27
7/31/00                                    .89                    .31
4/30/00                                    .80                    .36
1/31/00                                    .50                    .11
10/31/99                                   .20                    .14
7/31/99                                    .71                    .14
04/30/99                                   .55                    .30
01/31/99                                   .65                    .36
</Table>

                                       13
<PAGE>   18

     The Company's common stock is not listed and does not trade in the United
States, but upon registration and 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,
2001, 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. Accordingly, none is
registered in the name of any shareholders resident in the United States.

ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

     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, (See "Item 7. Taxation").

     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.

ITEM 7. 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

                                       14
<PAGE>   19

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.

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.

                                       15
<PAGE>   20

     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.

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"

                                       16
<PAGE>   21

(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.

     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

                                       17
<PAGE>   22

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.

ITEM 8. 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 9. "Management's Discussion and Analysis of
Financial Condition - Results of Operations" 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 9. "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

     The Company's 2000 and 1999 consolidated financial statements, its
consolidated financial statements for the six months ended April 30, 2001, its
consolidated financial statements for the three months ended January 31, 2001,
and information presented below for 1998, have been prepared in accordance with
United States generally accepted accounting principles. Information presented
below for the fiscal years 1996-1997 have 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.


                                       18
<PAGE>   23
<Table>
<Caption>
                              SIX           THREE
                            MONTHS         MONTHS                            YEAR                             YEAR           YEAR
                             ENDED          ENDED                           ENDED                            ENDED          ENDED
                             APRIL         JANUARY        YEAR ENDED       OCTOBER        YEAR ENDED        OCTOBER        OCTOBER
                           30, 2001       31, 2001     OCTOBER 31, 2000    31, 1999    OCTOBER 31, 1998     31, 1997       31, 1996
                         ------------   ------------   ----------------   ----------   ----------------    ----------    ----------
<S>                      <C>            <C>            <C>                <C>           <C>                 <C>           <C>

INCOME STATEMENT

    Interest and
      other income        $    21,415   $      7,152     $     27,136             --               --              --            --
    Operating
    Expense               $    91,038   $    (48,996)    $    124,190     $ (275,109)      $ (183,049)     $  (14,751)   $ (126,410)

    Gain on Sale of
       Investments                 --             --     $    114,138     $  140,442               --              --            --

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

    Net Income (Loss)     $   (69,623)  $    (41,844)    $     17,084     $ (134,667)      $  138,701      $  (14,751)   $ (126,410)

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

BALANCE SHEET DATA


    Investments           $    37,070   $     52,770     $     76,400     $  439,183       $  321,750              --            --

    Other assets          $   758,506   $    783,754     $    795,244     $   96,458       $   42,321      $   63,630    $   19,568


    Total Assets          $   795,576   $    836,524     $    871,644     $  535,641       $  364,071      $   63,630    $   19,568

    Long Term Debt                 --             --              --            --               --                --    $   17,202

    Shareholders'
      Equity
      (Deficiency)        $   752,992   $    782,871     $    855,453     $  435,333       $  318,764      $  (52,439)   $  (67,686)

    Common Shares
      Outstanding          14,007,350     14,007,350       14,007,350      9,947,350        9,877,350       8,160,683     8,160,683
</Table>


                                       19
<PAGE>   24


     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.

EXCHANGE RATES

     Unless otherwise indicated herein, all dollar amounts in this amended
Annual Report are expressed in Canadian dollars. Since June 1, 1970, the
government of Canada has permitted a floating exchange rate to determine the
value of the Canadian dollar as compared to the United States dollar. As of July
23, 2001, one United States dollar was equal to approximately 1.5450 Canadian
dollars. The rate of exchange reflects 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 table below sets forth the rate of
exchange for the Canadian Dollar at the end of each of the five most recent
fiscal years ended October 31, six months ended April 30, 2001 and three months
ended January 31, 2001, the average rates for the year, and the range of high
and low rates for each year, and the number of Canadian Dollars required under
that formula to buy one United States Dollar.

                           US. DOLLAR/CANADIAN DOLLAR

<Table>
<Caption>
                                         Average        High          Low        Close
                                         -------        ----          ---        -----
<S>                                      <C>           <C>          <C>         <C>
Nine Months Ended July 31, 2001           1.5356       1.5781       1.4936      1.5303
Six Months Ended April 30, 2001           1.5463       1.5781       1.4936      1.5356
Three Months Ended January 31, 2001       1.5223       1.5593       1.4948      1.50
2000                                      1.4752       1.5310       1.4341      1.5310
1999                                      1.4858       1.5302       1.4440      1.4400
1998                                      1.4836       1.5770       1.4113      1.5375
1997                                      1.3849       1.4364       1.3357      1.4288
1996                                      1.3638       1.3815       1.3310      1.3697
</Table>


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

     The Company's 2000 and 1999 consolidated financial statements, consolidated
financial statements for the six months ended April 30, 2001 and consolidated
financial statements for the three months ended January 31, 2001 have been
prepared in accordance with United States generally accepted accounting
principles. Information presented below for the fiscal years 1996-1997 have 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.


LIQUIDITY AND CAPITAL RESOURCES

The Company is in the exploration stage and has realized no revenues from mining
operations. The Company's sole source of cash flow is realized from its earlier
sales of common stock in South American, sales in its interests in mineral
properties and the completion of a private placement with eight persons of
2,333,333 units at $0.15/per unit, each unit consisting of one share of common
stock and one non-transferable share purchase warrant for the purchase of an
additional share of common stock at $0.15 per share for one year, or at $0.175
per share during the second year. The closing price of the Company's



                                       20
<PAGE>   25


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 approximately $350,000.00 to be available as working
capital. Accordingly, over the next two years warrants from the private
placement may generate an additional $350,000.00 to $408,333.00. The Company
expects that warrants will be exercised only if the publicly traded value of the
shares on the respective expiration dates is significantly greater than the
respective warrant exercise prices.

     The Company has liquid working capital of approximately $514,679. The
Company also retains 90,000 shares of South American which currently trades in
the range of US$0.33-$0.55, and which is available for immediate liquidation to
be used as working capital.

     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, in consideration of
Luminex's payment of US$2,000.00 to the Company and issuance of 100,000 shares
of Luminex common stock in two tranches to the Company, and completion of an
aggregate of US$50,000.00 in exploration expenditures in two phases by September
30, 2001. To date, Luminex has paid the US$2,000.00 to the Company and issued
50,000 shares of its common stock to the Company, in anticipation of acquiring
the above-described interest in the Ladue Mineral Claims. The option agreement
also mandates that Luminex issue an additional 50,000 shares of its common stock
to the Company within fifteen days of delivery of a geological report describing
the results of Phase 1. The fieldwork has been completed and the Company is
waiting for the geological report.

     Other than the current liquid working capital, the private placement funds
and the South American common stock, there is no additional source of funds to
sustain continued or planned capital expenditures. Management believes that the
information set forth in Item 1 regarding the description of the business and
plan of operations for the remainder of fiscal year 2001 and the first six
months of 2002 describes the Company's projected operations and capital
expenditures.

     The Company believes that its current liquid working capital, the private
placement funds, and the access to additional funds through the sale of its
South American stock are sufficient to secure its cash requirements for
exploration of the Ladue Mineral Claims.

     In the event the Company commences mining operations or implements
additional exploration programs, 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.


                                       21
<PAGE>   26


     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, 1999 and 2000, for the three months ended January 31, 2001, and for
the six months ended April 30, 2001.






<Table>
<Caption>
                          Six           Three
                          months        months                    Year ended
                          ended         ended                     October 31,
                          April 30,     January 31,  ------------------------------------
                          2001          2001              2000                 1999
                          ---------     ----------   ---------------      ---------------
<S>                       <C>           <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 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.

RESULTS OF OPERATIONS

     All Company operations are in connection with mineral resource exploration.
To date, no revenues have been generated from operations.

FOR THE SIX MONTHS ENDED APRIL 30, 2001

     During the six months ended April 30, 2001, the Company continued
exploration of the Ladue Mineral Claims.

     The Company incurred a net loss of $69,623 ($0.01 net loss per share) for
the six months ended April 30, 2001, compared with net income of $71,764 ($0.01
net income per share) for the six months ended April 30, 2000. Income per share
was calculated on the basis of 14,007,350 shares outstanding for the six months
ended April 30, 2001 and 10,005,683 shares outstanding for the six months ended
April 30, 2000. The change in net income is primarily attributable to a gain on
sale of investments of $114,581 during the six months ended April 30, 2000.

     Option payments and exploration costs were $3,445 for the six months ended
April 30, 2001, compared to $7,139 for the same period ended April 30, 2000.
This decrease is attributable to a decrease in exploration costs due to the
Company's abandonment of its interests in certain mineral properties.
Professional fee expense was $61,719 for the six months ended April 30, 2001,
compared to $14,358 for the six months ended April 30, 2000. This increase is
attributed to legal and accounting fees related to preparation of the Company's
registration statement on Form 20-F.


                                       22
<PAGE>   27


         During March and April 2001, the Company provided two bridge loans in
the aggregate amount of US$150,000 (approximately CDN$230,034 as of April 30,
2001) to LineShark Communications, Inc. ("LineShark"), a Delaware corporation
which provides 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. Each note has a three month term, earns interest at 10% per annum,
payable in arrears at maturity, and 18% per annum on any unpaid balance of
interest and principal upon default. Repayment of the notes was guaranteed by a
non-affiliated third party on behalf of LineShark. Due to weakness in the
telecommunications sector, LineShark subsequently withdrew its private placement
without selling any securities. The notes have matured and LineShark is in
default on the notes.

     On August 6, 2001, LineShark, as a debtor in possession, filed a voluntary
petition for Chapter 11 (reorganization) protection in the United States
Bankruptcy Court, Middle District of Florida, Tampa Division (case no.
01-14662-8C1). The Company has negotiated a payment plan with the guarantor and
amounts due and owing will be paid to the Company in 12 equal monthly
installments, commencing November 15, 2001.

     At the time they were made, the loans were deemed an appropriate short-term
investment of a portion (approximately 33%) of the Company's cash on hand.

     As additional consideration for making the loans, LineShark had issued to
the Company 300,000 shares of its common stock, warrants to purchase 375,000
shares of its common stock at US$0.40 per share and warrants to purchase 375,000
shares of its common stock at US$0.80 per share. Considering LineShark's
bankruptcy filing, the Company does not presently anticipate exercising the
warrants. The 300,000 shares of LineShark represent ownership of approximately
11% of the outstanding equity of LineShark.


FOR THE THREE MONTHS ENDED JANUARY 31, 2001

     During the three months ended January 31, 2001, the Company continued
exploration of the Ladue Mineral Claims.

     The Company incurred a net loss of $41,844 ($0.01 net loss per share) for
the three months ended January 31, 2001, compared with net income of $86,165
($0.01 net income per share) for the three months ended January 31, 2000. Income
per share was calculated on the basis of 14,007,350 shares outstanding for the
three months ended January 31, 2001 and 9,947,350 shares outstanding for the
three months ended January 31, 2000. The change in net income is primarily
attributable to a gain on sale of investments of $105,066 during the three
months ended January 31, 2000.

     Option payments and exploration costs were $3,445 for the three months
ended January 31, 2001 compared to $149 for the three months ended January 31,
2000. The increase in option payments and exploration costs is attributable to
state and local filing fees related to the Company's exploration programs.
Professional fee expense was $37,589 for the three months ended January 31,
2001, compared to $6,584 for the three months ended January 31, 2000. This
increase is attributed to legal and accounting fees related to preparation of
the Company's registration statement on Form 20-F.

FOR THE YEAR ENDED OCTOBER 31, 2000

     During the year ended October 31, 2000 and the three months ended January
31, 2001, 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.


                                       23
<PAGE>   28


     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 and the first six months of
2002.

     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, in consideration of
Luminex's payment of US$2,000.00 to the Company and issuance of 100,000 shares
of Luminex common stock in two tranches to the Company, and completion of an
aggregate of US$50,000.00 in exploration expenditures in two phases by September
30, 2001. To date, Luminex has paid the US$2,000.00 to the Company and issued
50,000 shares of its common stock to the Company, in anticipation of acquiring
the above-described interest in the Ladue Mineral Claims. The option agreement
also mandates that Luminex issue an additional 50,000 shares of its common stock
to the Company within fifteen days of delivery of a geological report describing
the results of Phase 1. The fieldwork has been completed and the Company is
waiting for the geological report.

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. 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


                                       24
<PAGE>   29


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 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.

ITEM 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Certain of the Company's future costs, such as those for exploration costs
in the State of Alaska, may be paid in American 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.


                                       25
<PAGE>   30


ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT

     All of the Company's directors were elected at the Annual General Meeting
of the shareholders on April 6, 2001. 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. The names of each director and dates from which each has
served as such, are set forth below:

                   Name                   Served Since
                   ----                   ------------
                   James P. Bryce         September 20, 1996
                   George Anagnost        July 9, 1998
                   Raymond Roland         November 7, 2000

All members of the Company's board of directors are members of the Company's
audit committee.


     The names of each of the Company's executive officers, who serve at the
discretion of the Company's board of directors, and the dates from each has
served the Company, are set forth below. The business address of each officer
and director is 905 West Pender Street, Suite 201, Vancouver, British Columbia
V6C 3L6.

<Table>
<Caption>
         Name                                                        Served Since
         ----                                                        ------------
<S>                                                                 <C>
         James P. Bryce      President and Chief Executive Officer     Sept. 1996
         George Anagnost     Secretary                                April  2000
</Table>

     JAMES P. BRYCE, age 69, has served as president, chief executive officer
and a director of the Company since 1996, is a resident of British Columbia,
Canada. Between 1965 and 1995, Mr. Bryce developed substantial expertise in
management as an owner and operator of private golf courses in Canada and the
United States. Mr. Bryce is currently retired from golf course development and
spends 90% of his time on the affairs of the Company.

     GEORGE ANAGNOST, age 50, a member of the board of directors of the Company
since 1998, is a resident of Colorado, United States. Mr. Anagnost has over 20
years experience in corporate finance, including serving as the syndicate
manager and a member of the corporate department of RAF Financial Corporation.
He has also served as an officer and director of Environmental Construction
Products International, Inc., a publicly traded company engaged in manufacturing
home construction material. Mr. Anagnost presently serves as an officer of the
Company holding the position of Secretary. He spends approximately 10% of his
time on the affairs of the Company. Mr. Anagnost is an independent business
development consultant.

     RAYMOND ROLAND, age 59, a member of the board of directors of the Company
since November 2000, is a resident of British Columbia, Canada. Since September
1996, Mr. Roland has served as the president of Financial Services Limited,
which provides financial consulting services to corporations. Mr. Roland was
employed as a senior manager at the Royal Bank of Canada from December 1989
through October 1996. Mr. Roland spends 25% of his time on the affairs of the
Company.

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

ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS

     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. See Item 12. "Options to
Purchase Securities from Registrant or Its Subsidiaries."



                                       26
<PAGE>   31


     The total compensation paid or accrued directly or indirectly by the
Company to its directors and officers during the Company's last three fiscal
year for services rendered is as follows:

<Table>
<Caption>
                                          SALARY       BONUS        LONG-TERM COMPENSATION       ALL OTHER
NAME AND POSITION           YEAR            ($)         ($)         OPTIONS/SARS GRANTED(#)     COMPENSATION
<S>                        <C>           <C>           <C>          <C>                         <C>

James Bryce, President &    2000            Nil         Nil                  Nil                     Nil

Director                    1999            Nil         Nil                  Nil                     Nil

                            1998            Nil         Nil       275,000 @ $0.26 by 7/2003          Nil

Raymond Roland, Director    2000            Nil         Nil                  Nil                     Nil

George Anagnost,            2000            Nil         Nil                  Nil                     Nil

Secretary & Director        1999            Nil         Nil                  Nil                     Nil

                            1998            Nil         Nil       172,000 @ $0.26 by 7/2003          Nil
</Table>



     All of the foregoing options/SARs were exercisable at fiscal year end 2000.

     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.

     During Fiscal Year 2000 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.

     No Stock Appreciation Rights ("SARs") were granted during fiscal year 2000.
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.

ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM THE REGISTRANT OR ITS SUBSIDIARIES

     The Company has three classes of stock: common stock, preferred stock class
A and preferred stock class B. The Company has issued no shares or options in
the preferred stocks class A or B. All common stock options issued by the
Company are set forth below.

COMMON STOCK OPTIONS

     The following table sets forth information with respect to options
exercised by directors of the Company during the fiscal year 1999 and
outstanding to non-executive directors at the end of the most recently completed
financial year.1 The exercise price of each option is $0.26, and the options
expire in July 2003.


                                       27
<PAGE>   32


<Table>
<Caption>
                                                                                         Value of
                                                                    Unexercised       Unexercised in
                        Securities Acquired     Aggregate Value    Options/SARs      the money Options
Name                       On Exercise             Realized         At FY end         SARs at FY end
----                    -------------------     ---------------    -----------       -----------------
<S>                     <C>                     <C>                <C>               <C>

James Bryce,                    Nil                    Nil             275,000              $ 2,750

President

directors and                  60,000                $17,700           447,000              $4,470
officers as a group
</Table>


(1) During the fiscal year ended October 31, 2000, 460,000 options expired upon
two optionees ceasing to act as directors of the Company.

COMMON STOCK PURCHASE WARRANTS

     In connection with the Company's private placement during the fiscal year
ended October 31, 2000, the Company issued 2,333,333 warrants, each warrant
entitling the holder to purchase one share of the Company's common stock at
$0.15 per share during the first year following purchase of the warrant, and for
$0.175 during the second year following purchase of the warrant.

     The warrants expire on different dates from January 14, 2002 through
February 16, 2003. In July 2000, 1,666,667 warrants were exercised, with
proceeds to the Company of $283,334.



ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN 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.

     James Bryce, an officer and director of the Company, is also a director of
Luminex Ventures, Inc., a British Columbia corporation ("Luminex"). On November
23, 1999, the Company entered into an agreement with 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, in consideration
of Luminex's payment of US$2,000.00 to the Company and issuance of 100,000
shares of Luminex common stock in two tranches to the Company, and completion of
an aggregate of US$50,000.00 in exploration expenditures in two phases by
September 30, 2001.

     Other than the transaction described above, during the fiscal year ended
October 31, 2000, 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.


                                       28
<PAGE>   33


PART II

ITEM 14. DESCRIPTION OF SECURITIES TO BE REGISTERED

     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.

COMMON SHARES

     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 February 27, 2001
there were 14,007,350 shares of the Company's common stock issued and
outstanding.

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

CERTAIN CORPORATE LAW CONSIDERATIONS

     Under the Company Act (British Columbia) 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.

PART III

ITEM 15. DEFAULTS UPON SENIOR SECURITIES

     None.


                                       29
<PAGE>   34


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

     None.

PART IV

ITEM 17. FINANCIAL STATEMENTS

     The Company has furnished the following financial statements pursuant to
the filing requirements herein beginning on page F-1: Unaudited Balance Sheet at
April 30, 2001, Unaudited Statements of Operations and Deficit for the Six
Months Ended April 30, 2001, Unaudited Statements of Cash Flows for the Six
Months Ended April 30, 2001, Unaudited Balance Sheet at January 31, 2001,
Unaudited Statements of Operations and Deficit for the Three Months Ended
January 31, 2001, Unaudited Statements of Cash Flows for the Three Months Ended
January 31, 2001, Audited Balance Sheets of the Company as at October 31, 1999
and October 31, 2000: Audited Statements of Operations and Deficit for Fiscal
Years Ended October 31, 1998, 1999 and 2000; Audited Statement of Stockholders'
Equity for Fiscal Years Ended October 31, 1998, 1999 and 2000; and Audited
Statement of Cash Flows Fiscal Years Ended October 31, 1998, 1999 and 2000.

     These financial statements are expressed in Canadian Dollars and were
prepared in accordance with United States generally accepted accounting
principles.

ITEM 18. FINANCIAL STATEMENTS

     Not applicable. See Item 17. "Financial Statements."

ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS

          The Company has furnished the following financial statements pursuant
to the filing requirements herein beginning on page F-1: Unaudited Balance Sheet
at April 30, 2001, Unaudited Statements of Operations and Deficit for the Six
Months Ended April 30, 2001, Unaudited Statements of Cash Flows for the Six
Months Ended April 30, 2001, Unaudited Balance Sheet at January 31, 2001,
Unaudited Statements of Operations and Deficit for the Three Months Ended
January 31, 2001, Unaudited Statements of Cash Flows for the Three Months Ended
January 31, 2001, Audited Balance Sheets of the Company as at October 31, 1999
and October 31, 2000: Audited Statements of Operations and Deficit for Fiscal
Years Ended October 31, 1998, 1999 and 2000; Audited Statement of Stockholders'
Equity for Fiscal Years Ended October 31, 1998, 1999 and 2000; and Audited
Statement of Cash Flows Fiscal Years Ended October 31, 1998, 1999 and 2000.

     These financial statements are expressed in Canadian Dollars and were
prepared in accordance with United States generally accepted accounting
principles.

(B)  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



                                       30
<PAGE>   35


     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).

3.1  Agreement between Andrew G. Harman and Achieva Development Corp., dated
     June 23, 1998 (incorporated by reference to Exhibit 3.1 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).

3.4  Agreement between Luminex Ventures, Inc., and Achieva Development Corp.,
     dated November 23, 1999 (incorporated by reference to Exhibit 3.4 of the
     Company's Registration Statement on Form 20-F (file no. 000-31085) filed
     July 19, 2000).




                                       31
<PAGE>   36



                                   SIGNATURES

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

Dated this 21st day of September 2001.      ACHIEVA DEVELOPMENT CORP.



                                            By  /s/ James Bryce
                                                -------------------------------
                                                James Bryce, President, Chief
                                                Executive Officer and Director





                                       32
<PAGE>   37


                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                                 BALANCE SHEETS
                          (STATED IN CANADIAN DOLLARS)

<Table>
<Caption>
                                                                      ------------    ------------
                                                                        APRIL 30       OCTOBER 31
                                                                          2001            2000
                                                                      ------------    ------------
<S>                                                                   <C>             <C>

ASSETS

CURRENT
     Cash and cash equivalents                                        $    514,679    $    786,574
     Goods and Services Tax recoverable                                      3,215           1,551
     Loan receivable                                                         5,200           5,200
                                                                      ------------    ------------
                                                                           523,094         793,325

Office Furniture, AT COST LESS ACCUMULATED DEPRECIATION                      1,687           1,919
INVESTMENTS                                                                 37,070          76,400
LOANS RECEIVABLE (Note 2)                                                  233,725              --
EXPLORATION RIGHTS                                                              --              --
                                                                      ------------    ------------

                                                                      $    795,576    $    871,644
                                                                      ============    ============

LIABILITIES

CURRENT
     Accounts payable                                                 $     36,864    $     10,471
     Loans payable                                                           5,720           5,720
                                                                      ------------    ------------
                                                                            42,584          16,191
                                                                      ------------    ------------

SHAREHOLDERS' EQUITY

SHARE CAPITAL
  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 April 30, 2001 and October 31, 2000                           3,455,143       3,455,143

ACCUMULATED DEFICIT                                                     (2,642,951)     (2,573,328)
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)                              (59,200)        (26,362)
                                                                      ------------    ------------
                                                                           752,992         855,453
                                                                      ------------    ------------

                                                                      $    795,576    $    871,644
                                                                      ============    ============
</Table>


                                       F-1

<PAGE>   38

                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                      STATEMENTS OF OPERATIONS AND DEFICIT
                          (STATED IN CANADIAN DOLLARS)


<Table>
<Caption>
                                                               ----------------------------    ------------
                                                                                                INCEPTION
                                                                                                JANUARY 10
                                                                     SIX MONTHS ENDED             1986 TO
                                                                         APRIL 30                APRIL 30
                                                                   2001            2000            2001
                                                               ------------    ------------    ------------
<S>                                                            <C>             <C>             <C>

INTEREST AND OTHER INCOME                                      $     21,415    $      6,716    $    107,296
                                                               ------------    ------------    ------------

EXPENSES
     Depreciation                                                       232             311          35,125
     Interest                                                           992              --          36,585
     Option payments and exploration costs                            3,445           7,137       1,313,267
     Office, telephone, rent and sundry                              18,972          23,041         589,294
     Professional fees                                               61,719          14,358         383,206
     Regulatory authorities and transfer agent                        5,678           4,686         142,309
     Management fees                                                     --              --         281,450
     Consulting                                                          --              --         132,406
     Travel                                                              --              --         101,214
                                                               ------------    ------------    ------------
                                                                     91,038          49,533       3,014,856
                                                               ------------    ------------    ------------
                                                                    (69,623)        (42,817)     (2,907,560)

GAIN ON SALE OF INVESTMENTS                                              --         114,581         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 PERIOD                                    (69,623)         71,764    $ (2,642,951)
                                                                                               ============

DEFICIT, BEGINNING OF PERIOD                                     (2,573,328)     (2,590,412)
                                                               ------------    ------------

DEFICIT, END OF PERIOD                                         $ (2,642,951)   $ (2,518,648)
                                                               ============    ============

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

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
                                                                 14,007,350      10,005,683
                                                               ============    ============

COMPREHENSIVE INCOME (LOSS)
     Net income (loss) for the period                          $    (69,623)   $     71,764
     Foreign currency translation adjustment                          6,492           5,035
     Unrealized gain (loss) on investments                          (39,330)       (144,290)
                                                               ------------    ------------

TOTAL COMPREHENSIVE INCOME (LOSS)                              $   (102,461)   $    (67,491)
                                                               ============    ============
</Table>


                                      F-2
<PAGE>   39


                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                          (STATED IN CANADIAN DOLLARS)

<Table>
<Caption>
                                                                       ----------------------------    ------------
                                                                                                        INCEPTION
                                                                                                        JANUARY 10
                                                                            SIX MONTHS ENDED             1986 TO
                                                                                APRIL 30                 APRIL 30
                                                                          2001             2000            2001
                                                                       ------------    ------------    ------------
<S>                                                                    <C>             <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES
     Net income (loss) for the period                                  $    (69,623)   $     71,764    $ (2,642,951)
                                                                       ------------    ------------    ------------

ADJUSTMENTS TO RECONCILE LOSS TO NET CASH USED BY OPERATING
  ACTIVITIES
     Shares issued for other than cash                                           --              --         445,007
     Shares received as an option payment                                        --              --         (25,000)
     Depreciation                                                               232             311          35,125
     Gain on sale of investment                                                  --        (114,581)       (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                            (1,664)           (536)         (3,215)
     Change in loan receivable                                                   --              --          (5,200)
     Change in accounts payable                                              26,393           9,948          36,864
                                                                       ------------    ------------    ------------
TOTAL ADJUSTMENTS                                                            24,961        (104,858)        218,972
                                                                       ------------    ------------    ------------
NET CASH USED IN OPERATING ACTIVITIES                                       (44,662)        (33,094)     (2,423,979)
                                                                       ------------    ------------    ------------

CASH FLOW FROM INVESTING ACTIVITIES
     Office furniture                                                            --              --         (54,630)
     Change in loans receivable                                            (233,725)             --        (233,725)
     Investment in Consolidated Bank Services Inc.                               --              --        (253,903)
     Marketing rights                                                            --              --         (40,000)
                                                                       ------------    ------------    ------------
NET CASH USED IN INVESTING ACTIVITIES                                      (233,725)             --        (582,258)
                                                                       ------------    ------------    ------------

CASH FLOW FROM FINANCING ACTIVITIES
     Issue of shares for cash                                                    --         350,000       3,010,134
     Loans payable                                                               --         (97,188)          5,720
     Proceeds on sale of investment                                              --         227,194         479,807
                                                                       ------------    ------------    ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                        --         480,006       3,495,661
                                                                       ------------    ------------    ------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                       6,492           5,035          25,255
                                                                       ------------    ------------    ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       (271,895)        451,947         514,679

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                              786,574          93,353              --
                                                                       ------------    ------------    ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                               $    514,679    $    545,300    $    514,679
                                                                       ============    ============    ============
</Table>



                                      F-3
<PAGE>   40



                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                          NOTE TO FINANCIAL STATEMENTS

                                 APRIL 30, 2001
                          (STATED IN CANADIAN DOLLARS)

1. BASIS OF PRESENTATION

     The financial statements as of April 30, 2001 included herein have been
prepared without audit. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. It is suggested that these
financial statements be read in conjunction with the October 31, 2000 audited
financial statements and notes thereto.


2. LOANS RECEIVABLE

<Table>
<Caption>
                                                                                     APRIL 30      OCTOBER 31
                                                                                       2001           2000
                                                                                   ------------   ------------
<S>                                                                                <C>            <C>

Repayable on June 16, 2001 with interest at 10% per annum to June 16, 2001
  and at 18% per annum thereafter                                                  $    155,850   $         --

Repayable on July 27, 2001 with interest at 10% per annum to July 27, 2001
  and at 18% per annum thereafter                                                        77,875             --

As additional consideration for the loans, the borrower has agreed to issue
  to the Company 300,000 common shares and warrants to purchase an
  additional 375,000 common shares at $0.40 per share, and a further 375,000
  common shares at $0.80 per share
                                                                                   ------------   ------------

                                                                                   $    233,725   $         --
                                                                                   ============   ============
</Table>




                                      F-4
<PAGE>   41


                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)
                                 BALANCE SHEETS
                          (STATED IN CANADIAN DOLLARS)

<Table>
<Caption>
                                                                                 ------------    ------------
                                                                                  JANUARY 31      OCTOBER 31
                                                                                     2001            2000
                                                                                 ------------    ------------
<S>                                                                              <C>             <C>

ASSETS

CURRENT
     Cash and cash equivalents                                                   $    775,682    $    786,574
     Goods and Services Tax recoverable                                                 1,069           1,551
     Loan receivable                                                                    5,200           5,200
                                                                                 ------------    ------------
                                                                                      781,951         793,325

Office Furniture, AT COST LESS ACCUMULATED DEPRECIATION                                 1,803           1,919
INVESTMENTS                                                                            52,770          76,400
EXPLORATION RIGHTS                                                                         --              --
                                                                                 ------------    ------------

                                                                                 $    836,524    $    871,644
                                                                                 ============    ============
LIABILITIES

CURRENT
     Accounts payable                                                            $     47,933    $     10,471
     Loans payable                                                                      5,720           5,720
                                                                                 ------------    ------------
                                                                                       53,653          16,191
                                                                                 ------------    ------------
SHAREHOLDERS' EQUITY

SHARE CAPITAL
  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 January 31, 2001 and October 31, 2000                                    3,455,143       3,455,143

ACCUMULATED DEFICIT                                                                (2,615,172)     (2,573,328)
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)                                         (57,100)        (26,362)
                                                                                 ------------    ------------
                                                                                      782,871         855,453
                                                                                 ------------    ------------

                                                                                 $    836,524    $    871,644
                                                                                 ============    ============
</Table>


                                      F-5
<PAGE>   42


                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)
                      STATEMENTS OF OPERATIONS AND DEFICIT
                          (STATED IN CANADIAN DOLLARS)

<Table>
<Caption>
                                                             ----------------------------    ------------
                                                                                               INCEPTION
                                                                                              JANUARY 10
                                                                  THREE MONTHS ENDED            1986 TO
                                                                      JANUARY 31              JANUARY 31
                                                               2001                 2000         2001
                                                             ------------    ------------    ------------

<S>                                                          <C>             <C>             <C>
INTEREST AND OTHER INCOME                                    $      7,152    $         --    $     93,033
                                                             ------------    ------------    ------------

EXPENSES
     Depreciation                                                     116             171          35,009
     Interest                                                         160              86          35,753
     Option payments and exploration costs                          3,445             149         683,207
     Office, telephone, rent and sundry                             5,802           9,502         576,124
     Professional fees                                             37,589           6,584         359,076
     Regulatory authorities and transfer agent                      1,884           2,409         138,515
     Management fees                                                   --              --         276,450
     Consulting                                                        --              --         132,406
     Travel                                                            --              --         101,214
                                                             ------------    ------------    ------------
                                                                   48,996          18,901       2,337,754
                                                             ------------    ------------    ------------
                                                                  (41,844)        (18,901)     (2,244,721)

GAIN ON SALE OF INVESTMENTS                                            --         105,066         254,580
LOSS ON SALE OF MINERAL PROPERTY                                       --              --        (308,310)
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 PERIOD                                  (41,844)         86,165    $ (2,610,172)
                                                                                             ============

DEFICIT, BEGINNING OF PERIOD                                   (2,573,328)     (2,590,412)
                                                             ------------    ------------

DEFICIT, END OF PERIOD                                       $ (2,615,172)   $ (2,504,247)
                                                             ============    ============

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

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                  14,007,350       9,947,350
                                                             ============    ============

COMPREHENSIVE INCOME (LOSS)
     Net income (loss) for the period                        $    (41,844)   $     86,165
     Foreign currency translation adjustment                       (7,108)            594
     Unrealized gain (loss) on investments                        (23,630)        (96,738)
                                                             ------------    ------------

TOTAL COMPREHENSIVE INCOME (LOSS)                            $    (72,582)   $     (9,979)
                                                             ============    ============
</Table>



                                      F-6
<PAGE>   43
                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                          (STATED IN CANADIAN DOLLARS)

<Table>
<Caption>
                                                                       ----------------------------    ------------
                                                                                                        INCEPTION
                                                                                                       JANUARY 10
                                                                            THREE MONTHS ENDED           1986 TO
                                                                                JANUARY 31              JANUARY 31
                                                                           2001            2000            2001
                                                                       ------------    ------------    ------------
<S>                                                                    <C>             <C>             <C>

CASH FLOW FROM OPERATING ACTIVITIES
     Net income (loss) for the period                                  $    (41,844)   $     86,165    $ (2,615,172)
                                                                       ------------    ------------    ------------

ADJUSTMENTS TO RECONCILE LOSS TO NET CASH USED BY OPERATING
  ACTIVITIES
     Shares issued for other than cash                                           --              --         445,007
     Shares received as an option payment                                        --              --         (25,000)
     Depreciation                                                               116             171          35,009
     Gain on sale of investment                                                  --        (105,066)       (254,580)
     Loss on sale of mineral property                                            --              --        (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                               482            (673)         (1,069)
     Change in loan receivable                                                   --              --          (5,200)
     Change in accounts payable                                              37,462           6,118          47,933
                                                                       ------------    ------------    ------------
TOTAL ADJUSTMENTS                                                            38,060         (99,450)        232,071
                                                                       ------------    ------------    ------------
NET CASH USED IN OPERATING ACTIVITIES                                        (3,784)        (13,285)     (2,383,101)
                                                                       ------------    ------------    ------------

CASH FLOW FROM INVESTING ACTIVITIES
     Office furniture                                                            --              --         (54,630)
     Reclamation bond                                                            --              --              --
     Exploration advance                                                         --              --              --
     Investment in Consolidated Bank Services Inc.                               --              --        (253,903)
     Marketing rights                                                            --              --         (40,000)
                                                                       ------------    ------------    ------------
NET CASH USED IN INVESTING ACTIVITIES                                            --              --        (348,533)
                                                                       ------------    ------------    ------------

CASH FLOW FROM FINANCING ACTIVITIES
     Issue of shares for cash                                                    --              --       3,010,134
     Share subscriptions received                                                --         262,500              --
     Loans payable                                                               --         (97,188)          5,720
     Proceeds on sale of investment                                              --         210,707         479,807
     Proceeds on sale of office furniture                                        --              --              --
                                                                       ------------    ------------    ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                        --         376,019       3,495,661
                                                                       ------------    ------------    ------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                      (7,108)            594          11,655
                                                                       ------------    ------------    ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                                                            (10,892)        363,328         775,682

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                              786,574          93,353              --
                                                                       ------------    ------------    ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                               $    775,682    $    456,681    $    775,682
                                                                       ============    ============    ============
</Table>



                                      F-7
<PAGE>   44


                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                          NOTE TO FINANCIAL STATEMENTS

                                JANUARY 31, 2001
                          (STATED IN CANADIAN DOLLARS)



1. BASIS OF PRESENTATION

               The financial statements as of January 31, 2001 included herein
               have been prepared without audit. Certain information and
               footnote disclosures normally included in financial statements
               prepared in accordance with generally accepted accounting
               principles have been condensed or omitted. In the opinion of
               management, all adjustments (consisting of normal recurring
               accruals) considered necessary for a fair presentation have been
               included. It is suggested that these financial statements be read
               in conjunction with the October 31, 2000 audited financial
               statements and notes thereto.










                                      F-8
<PAGE>   45



                                AUDITORS' REPORT




To the Shareholders of
Achieva Development Corp.

We have audited the balance sheets of Achieva Development Corp. (an exploration
stage company) as at October 31, 2000 and 1999, and the statements of operations
and deficit accumulated during the exploration stage, cash flows, and
stockholders' equity for the years ended October 31, 2000, 1999 and 1998, and
for the period from January 10, 1986 (inception) to October 31, 2000. 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, 2000 and 1999,
and the results of its operations and cash flows for the years ended October 31,
2000, 1999 and 1998, and for the period from January 10, 1986 (inception) to
October 31, 2000, in accordance with United States generally accepted accounting
principles applied on a consistent basis.


VANCOUVER, B.C.
                                                     MORGAN & COMPANY
       JANUARY 25, 2001                                   CHARTERED ACCOUNTANTS



                                      F-9
<PAGE>   46


                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)
                                 BALANCE SHEETS
                          (STATED IN CANADIAN DOLLARS)

<Table>
<Caption>
                                                                                 ----------------------------
                                                                                           OCTOBER 31
                                                                                     2000            1999
                                                                                 ------------    ------------
<S>                                                                              <C>             <C>

ASSETS
CURRENT
     Cash and cash equivalents                                                   $    786,574    $     93,353
     Goods and Services Tax recoverable                                                 1,551             563
     Loan receivable                                                                    5,200              --
                                                                                 ------------    ------------
                                                                                      793,325          93,916

Office Furniture, AT COST LESS ACCUMULATED DEPRECIATION                                 1,919           2,542
INVESTMENTS (Note 2)                                                                   76,400         439,183
EXPLORATION RIGHTS (Note 3)                                                                --              --
                                                                                 ------------    ------------

                                                                                 $    871,644    $    535,641
                                                                                 ============    ============

LIABILITIES
CURRENT
     Accounts payable                                                            $     10,471    $      3,120
     Loans payable (Note 4)                                                             5,720          97,188
                                                                                 ------------    ------------
                                                                                       16,191         100,308
                                                                                 ------------    ------------

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, 2000, and 9,947,350 (of which 140,626 shares are
        held in escrow) at October 31, 1999                                         3,455,143       2,801,209

ACCUMULATED DEFICIT                                                                (2,573,328)     (2,590,412)
ACCUMULATED OTHER COMPREHENSIVE INCOME                                                (26,362)        224,536
                                                                                 ------------    ------------
                                                                                      855,453         435,333
                                                                                 ------------    ------------

                                                                                 $    871,644    $    535,641
                                                                                 ============    ============
</Table>


                                      F-10

<PAGE>   47


                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)
                      STATEMENTS OF OPERATIONS AND DEFICIT
                          (STATED IN CANADIAN DOLLARS)


<Table>
<Caption>
                                                     -------------------------------------------    ------------
                                                                                                     INCEPTION
                                                                                                     JANUARY 10
                                                                                                      1986 TO
                                                                YEAR ENDED OCTOBER 31                OCTOBER 31
                                                         2000            1999           1998            2000
                                                     ------------    ------------   ------------    ------------
<S>                                                  <C>             <C>            <C>             <C>

INTEREST AND OTHER INCOME                            $     27,136    $         --   $         --    $     85,881
                                                     ------------    ------------   ------------    ------------

EXPENSES
     Depreciation                                             622             553            440          34,893
     Interest                                                 338             165            635          35,593
     Option payments and exploration costs                 (4,530)        210,012        137,284       1,309,822

     Office, telephone, rent and sundry                    41,385          38,517         24,867         570,322
     Professional fees                                     73,273          16,241          8,275         321,487
     Regulatory authorities and transfer agent              8,102           9,621         11,548         136,631

     Management fees and compensation                       5,000              --             --         281,450
     Consulting                                                --              --             --         132,406
     Travel                                                    --              --             --         101,214
                                                     ------------    ------------   ------------    ------------
                                                          124,190         275,109        183,049       2,923,818
                                                     ------------    ------------   ------------    ------------
                                                          (97,054)       (275,109)      (183,049)     (2,837,937)

GAIN ON SALE OF INVESTMENTS                               114,138         140,442             --         254,580
GAIN ON SALE OF EXPLORATION PROJECT                            --              --        321,750         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                             17,084        (134,667)       138,701    $ (2,573,328)
                                                                                                    ============

DEFICIT, BEGINNING OF YEAR                             (2,590,412)     (2,455,745)    (2,594,446)
                                                     ------------    ------------   ------------

DEFICIT, END OF YEAR                                 $ (2,573,328)   $ (2,590,412)  $ (2,455,745)
                                                     ============    ============   ============

NET INCOME (LOSS) PER SHARE                          $       0.01    $      (0.01)  $       0.02
                                                     ============    ============   ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
                                                       11,780,286       9,780,834      8,452,751
                                                     ============    ============   ============

COMPREHENSIVE INCOME (LOSS)
     Net income (loss) for the year                  $     17,084    $   (134,667)  $    138,701
     Foreign currency translation adjustment               19,983          (1,220)            --

     Unrealized gain (loss) on investments               (270,881)        171,506         54,250
                                                     ------------    ------------   ------------

TOTAL COMPREHENSIVE INCOME (LOSS)                    $   (233,814)   $     35,619   $    192,951
                                                     ============    ============   ============
</Table>



                                      F-11
<PAGE>   48
                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                          (STATED IN CANADIAN DOLLARS)

<Table>
<Caption>
                                                                       --------------------------------------------    ------------
                                                                                                                        INCEPTION
                                                                                                                        JANUARY 10
                                                                                                                         1986 TO
                                                                                    YEAR ENDED OCTOBER 31               OCTOBER 31
                                                                           2000            1999            1998            2000
                                                                       ------------    ------------    ------------    ------------
<S>                                                                    <C>             <C>             <C>             <C>

CASH FLOW FROM OPERATING ACTIVITIES
     Net income (loss) for the year                                    $     17,084    $   (134,667)   $    138,701    $ (2,573,328)
                                                                       ------------    ------------    ------------    ------------

ADJUSTMENTS TO RECONCILE LOSS TO NET CASH USED BY OPERATING
  ACTIVITIES
     Shares issued for other than cash                                           --          21,500          12,500         445,007
     Shares received as an option payment                                   (25,000)             --              --         (25,000)
     Depreciation                                                               622             553             440          34,893
     Gain on sale of investment                                            (114,138)       (140,442)             --        (254,580)
     Gain on sale of exploration project                                         --              --        (321,750)       (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                              (988)           (183)          4,328          (1,551)
     Change in loan receivable                                               (5,200)             --              --          (5,200)
     Change in prepaid expenses                                                  --              --              --              --
     Change in accounts payable                                               7,351         (12,993)        (35,835)         10,471
                                                                       ------------    ------------    ------------    ------------
TOTAL ADJUSTMENTS                                                          (132,353)       (131,565)       (340,317)        194,011
                                                                       ------------    ------------    ------------    ------------
NET CASH USED IN OPERATING ACTIVITIES                                      (115,269)       (266,232)       (201,616)     (2,379,317)
                                                                       ------------    ------------    ------------    ------------

CASH FLOW FROM INVESTING ACTIVITIES
     Office furniture                                                            --          (1,342)             --         (54,630)
     Reclamation bond                                                            --           2,100          (2,100)             --
     Exploration advance                                                         --          34,735         (34,735)             --
     Investment in Consolidated Bank Services Inc.                               --              --              --        (253,903)
     Marketing rights                                                            --              --              --         (40,000)
                                                                       ------------    ------------    ------------    ------------
NET CASH USED IN INVESTING ACTIVITIES                                            --          35,493         (36,835)       (348,533)
                                                                       ------------    ------------    ------------    ------------

CASH FLOW FROM FINANCING ACTIVITIES
     Issue of shares for cash                                               648,933           5,200         250,000       3,010,134
     Loans payable                                                          (91,468)         67,994         (64,925)          5,720
     Proceeds on sale of investment                                         231,042         248,765              --         479,807
     Proceeds on sale of office furniture                                        --              --              --              --
                                                                       ------------    ------------    ------------    ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                   788,507         321,959         185,075       3,495,661
                                                                       ------------    ------------    ------------    ------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                      19,983          (1,220)             --          18,763
                                                                       ------------    ------------    ------------    ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                                                            693,221          90,000         (53,376)        786,574

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                 93,353           3,353          56,729              --
                                                                       ------------    ------------    ------------    ------------

CASH AND CASH EQUIVALENTS, END OF YEAR                                 $    786,574    $     93,353    $      3,353    $    786,574
                                                                       ============    ============    ============    ============
</Table>




                                      F-12
<PAGE>   49



                            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.

During the year ended October 31, 1998, the Company issued 50,000 shares at a
deemed value of $0.25 per share as part consideration in the acquisition of the
Silver Ridge mineral property.

During the year ended October 31, 1998, the Company disposed of an exploration
project for 300,000 shares of South American Minerals Inc. having a fair market
value of $321,750.




                                      F-13
<PAGE>   50


                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                        STATEMENT OF STOCKHOLDERS' EQUITY
                          (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, 1997                    8,160,683    $ 2,512,009    $        --    $(2,594,446)   $   (82,437)

     Shares issued for cash                  1,666,667        250,000             --             --        250,000
     Shares issued for
       exploration project                      50,000         12,500             --             --         12,500
     Net income                                     --             --             --        138,701        138,701
     Unrealized gain on investments
       held for resale                              --             --         54,250             --         54,250
                                           -----------    -----------    -----------    -----------    -----------

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
       investment 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
                                           ===========    ===========    ===========    ===========    ===========
</Table>


                                      F-14
<PAGE>   51


                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                            OCTOBER 31, 2000 AND 1999
                          (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-15
<PAGE>   52



                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                            OCTOBER 31, 2000 AND 1999
                          (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 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 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 aver 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.

        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.


                                      F-16
<PAGE>   53

                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                            OCTOBER 31, 2000 AND 1999
                          (STATED IN CANADIAN DOLLARS)



1.   NATURE OF OPERATIONS (Continued)

     b)  Significant Accounting Policies (Continued)

         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>

                                                                                2000      1999
                                                                              --------   --------
<S>                                                                           <C>         <C>
a)  South American Minerals Inc., 90,000 common shares with a historic cost
    at October 31, 2000 of $96,525, 199,000 common shares with a historic
    cost of $213,427 at October 31, 1999                                      $ 72,900   $439,183

b)  Luminex Ventures Inc., 50,000 common shares with a historic cost at
    October 31, 2000 of $25,000                                                  3,500         --
                                                                              --------   --------
                                                                              $ 76,400   $439,183
                                                                              ========   ========
</Table>



                                      F-17
<PAGE>   54


                            ACHIEVA DEVELOPMENT CORP.
                          (A EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                            OCTOBER 31, 2000 AND 1999
                          (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.

     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-18
<PAGE>   55



                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                            OCTOBER 31, 2000 AND 1999
                          (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 totaling $107,800 ($13,800 paid to date) at set intervals
         over three years, must incur exploration expenditures totaling $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 PAYABLE

<Table>
<Caption>

                                                          2000          1999
                                                         -------      ---------
<S>                                                      <C>          <C>
These loans are interest free and payable on demand      $ 5,720      $97,188
                                                         =======      =======
</Table>

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>

                                                        2000         1999        1998
                                                       --------    --------    --------
<S>                                                    <C>         <C>         <C>
    Income tax expense at statutory rate               $ 10,159    $(61,947)   $ 63,802

    Permanent differences                               (13,126)    (16,150)         --
    Change in deferred tax asset valuation allowance      5,267      78,097     (63,802)
                                                       --------    --------    --------

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


                                      F-19
<PAGE>   56



                            ACHIEVA DEVELOPMENT CORP.
                         (AN EXPLORATION STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                            OCTOBER 31, 2000 AND 1999
                          (STATED IN CANADIAN DOLLARS)

5.   INCOME TAXES (Continued)

     Deferred tax assets consist of the following:

<Table>
<Caption>

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

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

     As of October 31, 2000, the Company has available tax loss carryforwards of
     approximately $949,000 which may be offset against future Canadian taxable
     income. The losses expire over the period to 2007.

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 of October 31, 2000, options to acquire 907,000 (199 - 967,000, 1998
         - 987,000) 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>

                                            2000          1999           1998
                                         -----------   -----------    -----------
<S>                                      <C>           <C>            <C>
Net Income (loss)                        $    17,084   $  (134,667)   $   (89,475)
Earnings (loss) per share                $      0.01   $     (0.01)   $     (0.01)
</Table>


                                      F-20