6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

As at April 27, 2008

REPORT OF FOREIGN ISSUER PURSUANT TO RULES 13a-16 AND 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

QUARTERLY REPORT

FOR THE PERIOD ENDED:  January 31, 2008

Commission File No. 000-18343

WORLD VENTURES INC.

(Translation of registrant’s name into English)

102 Piper Crescent

Nanaimo, British Columbia, Canada V9T 3G3

(Address of principal executive office)

Tel: (250) 756-0291

(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F [X]   Form 40-F [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T rule 101(b)(1).

[   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T rule 101(b)(7).

[   ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [   ]   No [X]

If “Yes” is marked, indicate blow the file number assigned to the registrant in connection with Rule 12g3-2(b):   n/a

EXHIBIT INDEX SUBMITTED HEREWITH

Exhibits	Description
31.1	Certificate CEO WVI January 31, 2008 Financial Statements
31.2	Certificate CFO WVI January 31, 2008 Financial Statements
99.1	Interim Financial Statements for the Three Months Ended January 31, 2008
99.2	Management’s Discussion and Analysis for the Three Months Ended January 31, 2008

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

WORLD VENTURES INC.

By:  /s/ Raynerd B. Carson

Raynerd B. Carson

President (Chief Executive Officer)

Date:  April 27, 2008

EX-31.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. ss.1350, AS ADOPTED PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stewart Jackson, certify that:

1.

I have reviewed financial statements for the three month period ended January 31, 2008 on Form 6-K of World Ventures Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report:

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the company’s as of, and for, the periods presented in this report;

4.

The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the company and have;

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under sour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluate the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reposting; and

5.

The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarized and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

6.

The Company’s other certifying officer and I have indicated in this report on Form 6K whether or not there were any significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

I, Stewart Jackson, President and Chief Executive Officer of World Ventures Inc., certify, to the best of my knowledge, based upon a review of the Quarterly Report on Form 6-K for the period ended January 31, 2008 of World Ventures Inc. that:

-The Quarterly Report on Form 6-K fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

-The information contained and incorporated by reference in the Quarterly Report on Form 6-K fairly presents, in all material respects, the financial condition and results of operations of World Ventures Inc.

Date:  April 27, 2008

/s/ Stewart Jackson

Stewart Jackson

President (Chief Executive Officer)

A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN PROVIDED TO WORLD VENTURES INC. AND WILL BE RETAINED BY WORLD VENTURES INC. AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.

EX-31.2

CERTIFICATIONS PURSUANT TO 18 U.S.C. ss.1350, AS ADOPTED PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary Van Norman, certify that:

1.

I have reviewed financial statements for the three month period ended January 31, 2008 on Form 6-K of World Ventures Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report:

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the company’s as of, and for, the periods presented in this report;

4.

The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the company and have;

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under sour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluate the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reposting; and

5.

The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarized and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

6.

The Company’s other certifying officer and I have indicated in this report on Form 6K whether or not there were any significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

I, Gary Van Norman, Vice President and Chief Financial Officer of World Ventures Inc., certify, to the best of my knowledge, based upon a review of the Quarterly Report on Form 6-K for the period ended January 31, 2008 of World Ventures Inc. that:

-The Quarterly Report on Form 6-K fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

-The information contained and incorporated by reference in the Quarterly Report on Form 6-K fairly presents, in all material respects, the financial condition and results of operations of World Ventures Inc.

Date:  April 27, 2008

/s/  Gary Van Norman

Gary Van Norman

Vice President (Chief Financial Officer)

A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN PROVIDED TO WORLD VENTURES INC. AND WILL BE RETAINED BY WORLD VENTURES INC. AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.

EX-99.1

WORLD VENTURES INC.

(An Exploration Stage Company)

Consolidated Financial Statements

Three-Month Period ended January 31, 2008

(Unaudited)

WORLD VENTURES INC. - FIRST QUARTER REPORT INTERIM CONSOLIDATED FINANCIAL STATEMENTS THREE-MONTH PERIOD ENDED JANUARY 31, 2008 UNAUDITED

TABLE OF CONTENTS	PAGE
Consolidated Balance Sheet	3
Consolidated Statement of Operations and Deficit	4
Consolidated Statements of Cash Flow	5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS:	6-23
Note 1     Operations	6
Note 2     Going Concern	6
Note 3     Charge on Assets	6
Note 4     Significant Accounting Policies	7-9
Note 5     Financial Instruments	9-10
Note 6     Equipment	11
Note 7     Resource Properties	11-14
Note 8    Accounts Payables	14
Note 9    Capital Stock	14-18
Note 10   Related Party Transactions	18
Note 11   Income Tax Losses	19-20
Note 12   Difference Between Canadian and United States                        Generally Accepted Accounting Principles	20-23

World Ventures Inc. - Quarterly Report - JANUARY 31, 2008

2

WORLD VENTURES INC. (An Exploration Stage Company) Consolidated Balance Sheets January 31, 2008 and October 31, 2007

		3 month period ended 01/31/08 Unaudited		Year ended 10/31/07 Audited
Current
Cash	$	72,037	$	126,338
Accounts receivable		4,149		5,234
		76,186		131,572
Equipment (note 6)		1,026		1,026
Resource Properties (note 7)		453,165		432,010
	$	530,377	$	564,608
Liabilities
Current
Accounts payable and accrued liabilities (note 8)	$	265,751	$	272,333
Shareholders' Equity
Capital Stock (note 9(b))		7,975,093		7,975,093
Contributed Surplus (note 9(f))		494,523		494,523
Deficit		(8,204,990)		(8,177,341)
		264,626		292,275
	$	530,377	$	564,608

Going-Concern (note 2)

Subsequent Events (note 13)

Approved on behalf of the Board:

/s/ Stewart A. Jackson................................................  Director

Stewart A. Jackson

/s/ Gary Van Norman..................................................  Director

Gary Van Norman

See notes to consolidated financial statements.

3

WORLD VENTURES INC. (An Exploration Stage Company)   Consolidated Statements of Operations and Deficit Three-Month Periods Ended January 31, 2008, January 31, 2007 and Year Ended October 31, 2007

		3 month period ended 01/31/08 Unaudited		3 month period ended 01/31/07 Unaudited		Year ended 10/31/07 Audited
Expenses
Accounting and administration	$	11,337	$	8,596	$	47,323
Professional fees		8,089		4,750		19,973
Rent		3,000		3,000		12,000
Transfer agent fees, filing fees and printing		1,662		1,051		7,814
Office and sundry		1,097		1,259		21,882
Vehicle and fuel		1,077		242		413
Travel and promotion		623		676		25,547
Telephone and fax		486		697		3,627
Interest and bank charges		278		946		5,668
Consulting and management fees		0		0		4,500
Crystal Springs property		4,956		0		4,000
Gladiator Mines property		313		0		8,630
Lapon property		13,583		14,320		92,490
Triton property		2,303		0		2,172
Stock-based compensation		0		0		171,470
Amortization		0		0		256
Net Loss including resource properties and Comprehensive Loss for the Period		(48,804)		(31,647)		(427,764)
Invested properties		21,155		14,320		107,291
Expense recoveries		0		1,000		0
Net Loss and Comprehensive Loss for the Period		(27,649)		(20,144)		(320,473)
Deficit, Beginning of Year		(8,177,341)		(7,856,868)		(7,856,868)
Deficit, End of Year	$	(8,204,990)	$	(7,877,012)	$	(8,177,341)
Loss per Share	$	(0.00)	$	(0.00)	$	(0.02)
Weighted Average Number of Common Shares Outstanding		21,456,154		15,106,154		15,992,182

See notes to consolidated financial statements.

4

WORLD VENTURES INC. (An Exploration Stage Company)   Consolidated Statements of Cash Flows Three-Month Periods Ended January 31, 2008, January 31, 2007 and Year Ended October 31, 2007

		3 month period ended 01/31/08 Unaudited		3 month period ended 01/31/07 Unaudited		Year ended 10/31/07 Audited
Operating Activities
Net loss	$	(27,649)	$	(20,144)	$	(320,473)
Items not involving cash
Stock-based compensation		0		0		171,470
Amortization		0		0		256
		(27,649)		(20,144)		(148,747)
Changes in non-cash working capital
Accounts receivable		1,085		(168)		(2,549)
Accounts payable and accrued liabilities		(6,582)		13,646		34,918
Cash Provided by (Used in) Operating Activities		(33,146)		13,478		(116,378)
Investing Activity
Expenditures on resource properties, net of recoveries		(21,155)		(10,430)		(107,291)
Financing Activity
Proceeds from private placements		0		18,119		332,904
Inflow (Outflow) of Cash		(54,301)		1,023		109,235
Cash, Beginning of Year		126,338		17,103		17,103
Cash, End of Year	$	72,037	$	18,126	$	126,338
Supplemental Information for Investing and
Financing Activities
Warrants/options exercised as settlement of debt	$	0	$	0	$	0
Shares issued for settlement of debt	$	0	$	0	$	37,096
Supplemental Cash Flow Information
Interest paid	$	173	$	734	$	540
Income taxes paid	$	0	$	0	$	0

See notes to consolidated financial statements.

5

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

1.

OPERATIONS

World Ventures Inc. (the "Company") was incorporated under the laws of the province of British Columbia, Canada.  It is an exploration stage company, whose principal business activities include the exploration of natural resource properties.  It has not been determined whether its properties contain ore reserves that are economically recoverable.  The Company has not earned revenues from its mineral properties.

2.

GOING-CONCERN

These financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles on a going-concern basis, which assumes that the Company will realize its assets and discharge its liabilities in the normal course of business.

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

The Company has incurred significant operating losses with an accumulated deficit of $8,204,990 as at January 31, 2008 and $8,177,341 at October 31, 2007 (October 31, 2006 - $7,856,868) and a working capital deficiency (an excess of current liabilities over current assets) of $189,565 at January 31, 2008 and $140,761at October 31, 2007 (October 31, 2006 - $254,723).  The Company's ability to continue as a going-concern is in substantial doubt and is dependent upon its ability to secure additional financing on a timely basis, receive cooperation from its creditors and achieve sufficient cash flows to cover obligations and expenses.  The outcome of these matters cannot be predicted at this time.  These financial statements do not give effect to any adjustments to the amounts and classifications of assets and liabilities, which might be necessary should the Company be unable to continue operations as a going-concern.

The Company currently has some long outstanding amounts owed to creditors which have gone to collection agencies.  The Company owes the British Columbia government for corporation capital tax (note 3), which has interest accruing on a monthly basis.  The repurchase of shares as mentioned in note 9(e) is still incomplete.

3.

CHARGE ON ASSETS

A charge has been placed over all the assets of the Company as security for unpaid British Columbia corporation capital tax amounting to approximately $97,000, including interest, as at October 31, 2007. This amount is included in accounts payable.

6

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

4.

SIGNIFICANT ACCOUNTING POLICIES

(a)

Principles of consolidation

These financial statements include the accounts of the Company and its fully integrated wholly-owned subsidiary, World Ventures (Nevada) Inc.  All inter-company balances and transactions have been eliminated.

(b)

Basis of presentation

These financial statements are prepared in accordance with Canadian generally accepted accounting principles ("GAAP") and all figures are in Canadian dollars.  Canadian GAAP differs in certain respects from accounting principles generally accepted in the United States of America.  The significant differences are set forth in note 12.

(c)

Use of estimates

The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of estimates include the rates of amortization on equipment, the recovery of resource property interests, asset retirement obligations, the assumption used in the determination of fair valued stock-based compensation, the determination of the valuation allowance for future income tax assets, and accrued liabilities. Management believes the estimates are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows.

(d)

Equipment

Equipment is recorded at cost.

Amortization of machinery and equipment is calculated at 20% per annum using the declining-balance method.

(e)

Resource properties

The Company capitalizes all costs related to investments in resource properties on a property-by-property basis.  Such costs include property acquisition costs and exploration and development expenditures, net of any recoveries.  Costs are deferred until such time as the extent of mineralization has been determined and resource property interests are either developed or the Company's mineral rights are allowed to lapse.  All deferred resource property expenditures are reviewed, on a property-by-property basis, to consider whether there are any conditions that may indicate impairment.  When the carrying value of a property exceeds its net recoverable amount as estimated by quantifiable evidence of an economic geological resource or reserve, or the ability to sell the property for an amount exceeding the deferred costs, provision is made for the impairment in value.

7

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

4.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

(e)

Resource properties (continued)

The amounts shown for acquisition costs and deferred exploration expenditures represent costs incurred to date and do not necessarily reflect present or future values.  These costs will be depleted over the useful lives of the properties upon commencement of commercial production or written-off if the properties are abandoned or the claims allowed to lapse.

From time to time the Company may acquire or dispose of a resource property interest pursuant to the terms of an option agreement.  As the options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded.  Option payments are recorded as property costs or recoveries when the payments are made or received.  When the amount of recoveries exceeds the total amount of capitalized costs of the property, the amount in excess of costs is credited to income.

(f)

Asset retirement obligations

The Company has adopted the recommendations of the Canadian Institute of Chartered Accountants' ("CICA") Handbook Section 3110, Asset Retirement Obligations.  The Company has determined that it currently does not have such obligations; therefore, there is no effect on the consolidated financial statements.

(g)

Income taxes

The Company follows the asset and liability method of accounting for income taxes.  Under this method of tax allocation, future tax assets and liabilities are determined based on differences between the financial statement carrying values and their respective income tax basis (temporary differences).  Future income tax assets and liabilities are measured using the tax rates expected to be in effect when the temporary differences are likely to reverse.  The effect on future income tax assets and liabilities of a change in tax rates is included in operations in the period in which the change is enacted or substantially assured.  The amount of future income tax assets recognized is limited to the amount of the benefit that is, more likely than not, to be realized.

(h)

Stock-based compensation

The Company accounts for stock-based compensation using the fair value based method with respect to all stock-based payments to directors, employees and non-employees, including awards that are direct awards of stock and call for settlement in cash or other assets, or stock appreciation rights that call for settlement by the issuance of equity instruments. Under this method, stock-based payments are recorded as an expense over the vesting period or when the awards or rights are granted, with a corresponding increase to contributed surplus. When stock options are exercised, the corresponding fair value is transferred from contributed surplus to capital stock.

8

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

4.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

(i)

Loss per share

Loss per share computations are based on the weighted average number of common shares outstanding during the year.  The Company uses the treasury stock method for calculating diluted earnings per share.  Diluted loss per share is not computed, as the effects of outstanding stock options and share purchase warrants is anti-dilutive.

(j)

Foreign currency transactions

The functional currency of the Company is the Canadian dollar.  Amounts recorded in foreign currency are translated into Canadian dollars as follows:

i.

        Monetary assets and liabilities, at the rate of exchange in effect at the balance sheet date;

ii.

        Non-monetary assets and liabilities, at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities; and

iii.

Expenses, at the average rate of exchange for the year.

Gains and losses arising from the translation are included in net income (loss) for the period.

5.

FINANCIAL INSTRUMENTS

Effective November 1, 2006, the Company adopted a new standard, the CICA Handbook Section 3855, "Financial Instruments - Recognition and Measurement". Under the new standard, all financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for-trading or available-for-sale. Financial assets and liabilities held-for-trading are measured at fair value with gains and losses recognized in net income. Financial assets held-to-maturity, loans and receivables, and financial liabilities other than those held-for-trading, are measured at amortized cost. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income. The standard also permits designation of any financial instrument as held-for-trading upon initial recognition.

Also adopted by the Company effective November 1, 2006 was CICA Handbook Section 1530, "Comprehensive Income". As a result of adopting these standards, a new category, Accumulated Other Comprehensive Income, is added to shareholder's equity on the consolidated balance sheets. Major components for this category include unrealized gains and losses on financial assets classified as available-for-sale, unrealized foreign currency translation amounts, net of hedging, arising from self-sustaining foreign operations, and changes in fair value of the effective portion of cash flow hedging amounts.

The adoption of the provisions of these new standards had no effect on the Company's consolidated financial statements.

9

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

5.

FINANCIAL INSTRUMENTS (Continued)

(a)

Fair value

The carrying values of cash, accounts receivable, and accounts payable and accrued liabilities approximate their fair values because of the short-term maturity of these financial instruments.

(b)

Interest rate risk

The Company is not exposed to significant interest rate risk due to the short-term nature of its monetary assets and liabilities; however, it is subject to interest rate risk to the extent of changes in the prescribed interest rate charged by the Minister of Finance (note 3).  

(c)

Credit risk

The Company is not exposed to significant credit risk on its financial assets due to cash being placed with a major financial institution and amounts receivable due from the Government of Canada.

(d)

Currency risk

The Company is exposed to foreign currency fluctuations to the extent expenditures incurred by the Company are not denominated in Canadian dollars.  The Company has not entered into any foreign currency contracts to mitigate this risk.

(e)

Derivatives - mineral properties

The Company retains and/or has obligations related to certain carried interest rights and net smelter royalties, the value of which is derived from future events and commodity prices.  These rights are derivative instruments.  However, the mineral interests to which they relate are not sufficiently developed to reasonably determine value.

(f)

Other comprehensive income

The Company does not have other comprehensive income or accumulated other comprehensive income.

10

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

6.

EQUIPMENT

		January 31, 2008 and October 31, 2007
				Accumulated
		Cost		Amortization		Net
Machinery	$	5,671	$	4,957	$	714
Equipment		967		655		312
	$	6,638	$	5,612	$	1,026

		October 31, 2006
				Accumulated
		Cost		Amortization		Net
Machinery	$	5,671	$	4,779	$	892
Equipment		967		577		390
	$	6,638	$	5,356	$	1,282

7.

RESOURCE PROPERTIES

		Lapon		Guanacaste		Pan-Oro		Triton		Crystal Springs		Gladiator		Totals
		(note 7(a))		(note 7(b))		(note 7(c))		(note 7(d))		(note 7(e))		(note7(f))
Balance, October 31, 2006	$	309,985	$	1	$	1	$	2,000	$	12,732	$	0	$	324,719
Insurance		5,344		0		0		0		0		0		5,344
Filing fees		0		0		0		2,172		0		0		2,172
Legal		0		0		(1)		0		0		8,630		8,629
Consulting		25,000		0		0		0		0		0		25,000
Lease and supplies		57,954		0		0		0		4,000		0		61,954
Travel		4,192		0		0		0		0		0		4,192
Net expenditures for the year		92,490		0		(1)		2,172		4,000		8,630		107,291
Balance, October 31, 2007		402,475	$	1		0	$	4,172		16,732		8,630		432,010
Legal		0		0		0		2,303		956		313		3,572
Lease and supplies		13,583		0		0		0		4,000		0		17,583
Net expenditures for the year		13,583				0		2,303		4,956		313		21,155
Balance, January 31, 2008	$	416,058	$	1	$	0	$	6,475	$	21,688	$	8,943	$	453,165

11

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

7.

RESOURCE PROPERTIES (Continued)

Ownership in mineral interests involves certain inherent risks due to the difficulties of determining the validity of certain claims, as well as the potential for problems arising from the frequent, ambiguous conveyance history characteristics of mineral interests. The Company has investigated ownership of its mineral interests and to the best of its knowledge ownership of its interests are in good standing.

(a)

Lapon Canyon, Nevada, United States

In 2002, the Company entered into a lease purchase agreement to acquire the right to explore, develop and mine a property located in Mineral County, Nevada, USA (the "Property").  The initial lease term was five years and could be extended for an additional five years, and for as long thereafter as minerals are mined and produced from the Property.  Upon commencing production of valuable minerals from the Property, the Company will pay the lessor a royalty on production equal to 4% of net smelter returns ("NSR").

In January 2007, an Amendment Agreement Letter amended the term of the lease to automatically extend the lease for an additional five years to June 6, 2012.  The amended minimum royalty payment is US $4,500 per month from September 6, 2007 through the sixth day of each month thereafter (paid to March 2008).

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

On July 31, 2005, the Company applied to the Regional Office of The Bureau of Land Management for permits to carry out its exploration program on the Lapon Canyon gold project. The Company received approval on September 16, 2005 and was required to post a reclamation bond in the amount of US $2,500. On March 27, 2006, the Company retained a consultant to oversee underground exploration and sampling activities. Additional work on this property is subject to availability of financing.

(b)

Guanacaste, Costa Rica

Pursuant to an option agreement dated October 23, 1995 and amended February 27, 1996 between the Company and Minera Oceanica S.A., the Company acquired an option for the mineral and surface rights in Concession 6622 situated in the Juntas de Abangares, District of Guanacaste, Costa Rica, subject to a 10% royalty in favour of Minera Oceanica S.A. on operating profits derived from the property, or US $100,000 per year, whichever is greater.  This royalty has been waived indefinitely until the commencement of production. Finder's fees of $22,500 have been included in the cost of resource properties. The Company wrote down the property ($395,496) during 2003 and is holding the rights for future use. There were no expenditures in 2007, 2006 or 2005 for this property.

12

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

7.

RESOURCE PROPERTIES (Continued)

(c)

Pan-Oro, Panama

During 1995, the Company entered into a letter of agreement with Grande Portage Resources Ltd. to enter into a joint venture agreement to develop mineral concessions in Panama.  The agreement has not yet been concluded and regulatory approval remains outstanding.  During 2001, the Company decided to write-down its investment in this property to a nominal carrying value.  The Company has a 90% ownership interest in Pan-Oro S.A., an inactive Panamanian corporation. As at October 31, 2007, the Company is not actively exploring this property and has written off the balance of the resource property. There were no expenditures in 2007, 2006 or 2005 for this property.

(d)

Triton, Ontario, Canada

The Company had written off the cost of its interest in this property in its 1997 fiscal year. During the 2004 fiscal year, the Company acquired an additional 50% interest for a total 100% interest in certain mineral claims located in MacMurchy Township of the Lardev Lake Mining Division, Ontario, subject to a 1% NSR payable to Teck Cominco Limited.

On November 14, 2004, the Company entered into a letter of intent with Starfire Minerals Inc. ("Starfire") to explore the Company's Triton property.  In accordance with the agreement, Starfire was to expend $500,000 over a period of five years to earn a 50% interest in the Triton property. In addition, the Company was to receive 200,000 common shares of Starfire upon finalization of the agreement. Starfire informed the Company that they were actively exploring this property and that approximately 800 acres of mining claims have been added to the Triton property.  On July 18, 2005, Starfire relinquished its right to earn a 50% interest in the property. In November 2005, the Company retained Vision Exploration to carry out a survey on the Triton property to cover the assessment work obligations in the amount of $2,000. In late 2007, the Company conducted additional surface sampling of vein structures, largely for assessment work purposes to maintain the claims i n good standing.

(e)

Crystal Springs, Saskatchewan, Canada

In April 2006, the Company acquired over 57,000 acres (23,700 hectares) of mineral rights near Fort a la Corne, Saskatchewan, Canada, from Saskatchewan Mineral Claims and private mineral rights. Of the 57,000 acres, approximately 640 acres were private minerals rights.

The Company entered into a lease purchase agreement dated July 1, 2005 to acquire the right to explore, develop and mine a property located in the vicinity of Fort a la Corne, Saskatchewan, Canada ("Crystal Springs Property").   The initial lease term is ten years with the first payment of $2,000 upon execution of the agreement on March 31, 2006 and an annual sum of $4,000 for a total of $38,000. The Company has an option to purchase the Crystal Springs Property upon commercial development. Upon commencing mining operations on the Property, the Company will pay the vendors a royalty on production equal to 5% of net profits and $4,000 per annum. The Saskatchewan Mineral Claims require expenditures of $12 per hectare for years 2 to 10 to maintain mineral claims in good standing. Additional work on this property is subject to availability of financing.

13

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

7.

RESOURCE PROPERTIES (Continued)

(f)

Gladiator, Arizona, United States

On April 11, 2007, the Company entered into a letter of intent to purchase and acquire 100% of the issued and outstanding shares of Nor-Quest Arizona Inc., an Arizona corporation. Nor-Quest Arizona has title to 170 acres within the Prescott National Forest in the state of Arizona.

The letter of intent is exercisable until March 31, 2008 for consideration to be mutually agreed upon by the parties at a future date. During 2007, the Company expenditures total $8,630 for legal and property taxes.

(g)

Kootenay, British Columbia, Canada

In prior years the Company sold its 100% working interest in the Jersey-Emerald mineral claims located in the Nelson Mining Division, Kootenay, British Columbia, Canada ("Jersey-Emerald Property"). The Company retained a 1.5% NSR in the Jersey-Emerald Property.

8.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

		Jan 31 2008			Oct 31 2007		Oct 31 2006
Trade payables and accruals	$		165,356	$	174,938	$	183,704
Capital taxes payable		96,687			96,687		90,807
Rent due to related parties		3,708			708		0
	$	265,751		$	272,333	$	274,511

9.

CAPITAL STOCK

(a)

Authorized

50,000,000 common shares without par value

14

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

9.

CAPITAL STOCK (Continued)

(b)

Issued

	Number
	of Shares		Amount
Balance, October 31, 2005	13,572,154	$	7,287,373
Issue of common shares for cash	1,250,000		250,000
Issue of common shares for settlement of debt	284,000		67,720
Balance, October 31, 2006	15,106,154		7,605,093
Issue of common shares for cash	1,329,040		167,904
Issue of common shares for settlement of debt	370,960		37,096
Share subscriptions (825,000 common shares issued on November 28, 2007)	825,000		165,000
Balance, January 31, 2008 and October 31, 2007	17,631,154	$	7,975,093

In July 2007, the Company completed non-brokered private placements to issue 825,000 units at $0.20 per unit for proceeds of $165,000.  Each unit is comprised of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share at a price of $0.30 per share for a period of two years from the date of issue. The Company issued the units on November 28, 2007.

In February 2007, the Company completed non-brokered private placements and issued 580,000 units at $0.15 per unit for proceeds of $87,000.  Each unit is comprised of one common share and one share purchase warrant, each warrant entitles the holder to purchase one additional common share at a price of $0.30 per share for a period of two years from the date of issue. The Company issued the units on July 11, 2007.

In January 2007, the Company completed non-brokered private placements and issued 120,000 units at a purchase price of $0.15 per unit for proceeds of $18,000.  Each unit is comprised of one common share and one share purchase warrant, each warrant entitles the holder to purchase one additional common share at a price of $0.30 per share for a period of two years from the date of issue. The Company issued the units on July 11, 2007.

In respect to the above private placements totalling 1,525,000 units, if the Company's shares trade on the OTC B:B at a price greater than or equal to $0.50 per share at any time during the trading day for a period of ten consecutive trading days (the Premium Trading Days) the exercise period shall be shortened to a period of 14 calendar days commencing on that day that is the tenth Premium Trading Day.

15

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

9.

CAPITAL STOCK (Continued)

(b)

Issued (Continued)

On November 20, 2006, the Company completed a non-brokered private placement of 1,000,000 units at $0.10 per unit. Each unit is comprised of one common share and one common share purchase warrant exercisable for 24 months. The warrants are exercisable at $0.10 per share in the first year and at $0.15 in the second year.  Of the 1,000,000 common shares issued, 370,960 common shares were issued to settle a $37,096 debt incurred on behalf of the Company by an officer of the Company and 629,040 common shares were issued for proceeds of $62,904.  The Company issued the units on February 28, 2007.

On March 1, 2006, the Company negotiated a non-brokered private placement of 1,250,000 units at $0.20 per unit for proceeds of $250,000. Each unit is comprised of one common share and one common share purchase warrant exercisable for 24 months from closing. The warrants are exercisable at $0.25 per share in the first year and at $0.35 in the second year. The Company issued the units on May 12, 2006.

During 2006, the Company issued 200,000 common shares at a price of $0.20 per share to settle a $40,000 debt incurred on behalf of the Company by an officer of the Company, and issued 84,000 common shares at a price of $0.33 per share to settle a $27,720 court action.

(c)

Stock options

The following table summarizes the Company's stock option activity for the years ended October 31, 2007, 2006 and 2005:

			Weighted
	Number	Exercise	Average
	of	Price	Exercise
	Options	Per Share	Price
Balance, outstanding and exercisable October 31, 2005 and 2006	800,000	$ 0.25	$ 0.25
Expired	(800,000)	$ 0.25	$ 0.25
Granted	1,300,000	$ 0.25	$ 0.25
Balance, outstanding and exercisable October 31, 2007	1,300,000	$ 0.25	$ 0.25

16

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

9.

CAPITAL STOCK (Continued)

(c)

Stock options (Continued)

Stock options to directors and consultants outstanding and exercisable as at October 31, 2007 and 2006 were as follows:

	Exercise	Number of Options
Expiry Date	Price	2007	2006
March 31, 2007	$ 0.25	0	800,000
July 4, 2009	$ 0.25	1,300,000	0

(d)

Share purchase warrants

Share purchase warrants outstanding as at October 31, 2007 and 2006 were as follows:

	Expiry	Exercise	Number of Warrants
	Date	Price	2007	2006
Opening balance	February 28, 2009*	$0.35	1,250,000	1,250,000
Issued	November 19, 2009*	$0.15	1,000,000	0
Issued	July 11, 2009	$0.30	700,000	0
Issued	November 28, 2009	$0.30	825,000	0
Closing balance			3,775,000	1,250,000

*Term extended subsequent to October 31, 2007 (note 13).

(e)

Pursuant to a court judgment dated November 8, 2002, the Company was required to redeem 60,000 shares (300,000 shares prior to 1999 5:1 share consolidation) for $60,000 from a creditor. Interest was charged at 4% per annum.  

As of October 31, 2007, the 60,000 shares have not been redeemed and have been reclassified to accounts payable.

17

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

9.

CAPITAL STOCK (Continued)

(f)

Contributed surplus

Balance, November 1, 2004	$	33,712
Stock-based compensation for 2005		289,341
Balance October 31, 2006 and 2005		323,053
Stock-based compensation		171,470
Balance January 31, 2008 and October 31, 2007	$	494,523

Fair value of options granted to directors and consultants using the Black-Scholes valuation model was calculated using the following weighted average assumptions:

	2007	2006
Expected life (years)	2	2
Interest rate	4.69%	2.97%
Annualized volatility	130%	113 - 160%
Dividend rate	0.00	0.00

10.

RELATED PARTY TRANSACTIONS

(a)

Services were provided by directors or parties related to directors.  These services were measured at the exchange amount, which is the amount agreed upon by the transacting parties.

(b)

Accounts receivable includes $2,542 (2006 - $665) due from a director.

(c)

Accounts payable includes $3,708 (2006 - $0) due to an individual related to the president of the Company and $1,847 (2006 - $0) due to an officer of the Company.

(d)

During 2007, a shareholder advanced $42,889 of which $37,096 (2006 - $233,838) was settled by the issuance of 370,960 common shares (2006 - 284,000 common shares for $67,720 of debt) of the Company.

(e)

Consulting fees in the amount of $3,500 (2006 - $2,000) were paid to an officer of the Company and are included in consulting fees expense.  Consulting fees in the amount of $25,000 (2006 - $nil) were paid to an officer of the Company and are included in resource properties.

18

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

11.

INCOME TAX LOSSES

Income tax provisions are determined as follows (no tax provisions are recorded for January 31, 2008):

		2007		2006		2005
Income tax benefit computed at Canadian statutory rate	$	(109,345)	$	(51,972)	$	(166,691)
Difference of amortization and capital cost allowance		87		109		187
Non-deductible interest expense		2,006		2,006		2,094
Loss on disposal of capital asset		0		168		0
Stock-based compensation		58,506		0		103,063
Unrecognized tax losses		48,746		49,689		61,347
Income tax provision	$	0	$	0	$	0

Future income taxes reflect the tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The applicable tax rate to be expected is 28.7%.  The components of future income tax assets at October 31, 2007 and 2006 are as follows:

		2007		2006
Future income tax assets
Tax value over book value of resource properties	$	838,489	$	996,837
Tax value over book value of property and equipment		4,424		11,047
Non-capital loss carry-forwards		804,627		1,018,878
		1,647,540		2,026,762
Valuation allowance		(1,647,540)		(2,026,762)
Net future income tax assets	$	0	$	0

The valuation allowance reflects the Company's estimate that the tax assets more likely than not will not be realized.

19

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

11.

INCOME TAX LOSSES (Continued)

The Company has estimated operating losses that may be carried forward to apply against future years' income for Canadian income tax purposes.  These losses expire as follows:

Available to		Amount
2008	$	281,100
2009		1,885,000
2010		47,600
2011		112,000
2015		172,200
2026		162,800
2027		142,900
	$	2,803,600

12.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)

(a)

Recent accounting pronouncements:

(i)

Statements of Financial Accounting Standards ("SFAS") 154, Accounting Changes and Error Corrections. This new standard replaces APB Opinion No. 20, Accounting Changes, and Financial Accounting Standards Board ("FASB") 3, Reporting Accounting Changes in Interim Financial Statements. Statement 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle, unless it is impracticable to do so. Statement 154 also provides that (1) a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for as a change in estimate (prospectively) that was effected by a change in accounting principle, and (2) correction of errors in previously issued financial statements should be termed a "restatement." The new standard is effective for accounting changes and correction of errors made in fiscal years begi nning after December 15, 2005. Early adoption of this standard is permitted for accounting changes and correction of errors made in fiscal years beginning after June 1, 2005. There is no impact on the Company's consolidated financial statements.

(ii)

SFAS 157, Fair Value Measurements. The provisions of this standard are to provide guidance for using fair value to measure assets and liabilities. The standard clarifies methods for measuring items not actively traded and the principles that fair value should be based upon when pricing an asset or liability. The provisions of Statement 157 are effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year. There is no impact on the Company's consolidated financial statements.

20

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

12.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

(a)

Recently issued US accounting pronouncements (Continued)

(iii)

On July 13, 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes - - an interpretation of FASB Statement No. 109.  Interpretation 48 clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements in accordance with Statement 109 and prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken on a tax return.  Additionally, Interpretation 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  Interpretation 48 is effective for fiscal years beginning after December 15, 2006, with early adoption permitted.  There is no impact on the Company's consolidated financial statements.

(iv)

In February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - - an Amendment of FASB Statement No. 115, which permits entities to choose to measure many financial instruments and certain other items at fair value. The fair value option established by SFAS 159 permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Adoption is required for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of the fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS 157. There is no impact on the Company's consolidated financial statements.

(v)

In September 2006, the U.S. Securities and Exchange Commission issued Staff Accounting Bulletin 108 ("SAB 108"). The interpretations in this bulletin express the staff's views regarding the process of quantifying financial statement misstatements and are being issued to address diversity in practice in quantifying financial statement misstatements and the potential under current practice for the build-up of improper amounts on the balance sheet. There is no impact on the Company's consolidated financial statements.

(b)

Exploration expenditures

Under Canadian GAAP, acquisition costs of resource properties and exploration expenditures are capitalized (note 4(e)).  Under US GAAP, exploration costs are expensed as incurred.

21

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

12.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

(c)

Reconciliation of total assets, liabilities and shareholders' equity (deficit):

		Jan. 31, 2007		Oct. 31, 2007		Oct 31, 2006
Total assets per Canadian GAAP	$	530,377	$	564,608	$	345,789
Resource property costs		(453,165)		(432,010)		(324,719)
Total assets per US GAAP	$	77,212	$	132,598	$	21,070
Total liabilities per Canadian GAAP	$	265,751	$	272,333	$	274,511
Adjustments to US GAAP		0		0		0
Total liabilities per US GAAP		265,751		272,333		274,511
Shareholders' equity per Canadian GAAP		264,626		292,275		71,278
Resource property costs		(453,165)		(432,010)		(324,719)
Shareholders' deficit per US GAAP		(188,539)		(139,735)		(253,441)
Liabilities and shareholders' deficit per US GAAP	$	77,212	$	132,598	$	21,070

(d)

Reconciliation of loss reported in accordance with Canadian and US GAAP:

		Jan 31, 2007		Oct 31, 2007		Oct 31. 2006
Net loss per Canadian GAAP	$	(27,649)	$	(320,473)	$	(152,320)
Adjustments to net loss
Write-off of exploration expenditures		(21,155)		(107,291)		(60,414)
Net loss per US GAAP	$	(48,804)	$	(427,764)	$	(212,734)
Loss per common share
Canadian GAAP - Basic and diluted	$	(0.00)	$	(0.02)	$	(0.01)
US GAAP - Basic and diluted	$	(0.00)	$	(0.03)	$	(0.01)
Weighted average number of
shares outstanding		21,456,154		15,992,182		14,616,609

Weighted average number of shares outstanding does not include the 60,000 shares to be redeemed in accordance with the court judgment (note 9(e)).

22

WORLD VENTURES INC. (An Exploration Stage Company) Notes to Consolidated Financial Statements Three-Month Period Ended January 31, 2008 Unaudited

12.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)  (Continued)

(e)

Comprehensive loss

		Jan 31, 2008		Oct 31, 2007		Oct 31, 2006
Net loss per US GAAP	$	(48,804)	$	(427,764)	$	(212,734)
Other comprehensive income (loss)		0		0		0
Comprehensive loss per US GAAP	$	(48,804)	$	(427,764)	$	(212,734)

(f)

Reconciliation of cash flows in accordance with US GAAP

		Jan 31, 2008		Oct 31, 2007		Oct 31, 2006
Net loss per US GAAP	$	(48,804)	$	(427,764)	$	(212,734)
Adjustments to net income (loss)
Stock-based compensation		0		171,470		0
Amortization		0		256		320
Write-down of equipment		0		0		492
Net changes in non-cash working capital		(5,497)		32,369		(25,366)
Proceeds from share issuances		0		332,904		250,000
Inflow (outflow) of cash per US GAAP	$	(54,301)	$	109,235	$	12,712

13.

SUBSEQUENT EVENTS

(a)

On February 18, 2008, the Company granted 250,000 stock options to a director at an exercise price of $0.25 per share and expiry date of February 17, 2013.

(b)

On February 19, 2008, the Company extended the expiry date on the 1,250,000 warrants issued on March 1, 2006 to February 28, 2009.

(c)

On February 19, 2008, the Company extended the expiry date of the 1,000,000 warrants units issued on November 20, 2006 to November 19, 2009.

(d)

On February 26, 2008, the Company completed a non-brokered private placement of 561,733 units at a purchase price of $0.09 per unit for proceeds of $50,556. Each unit is comprised of one common share and one share purchase warrant exercisable for 24 months from closing. Each warrant entitles the holder to purchase one additional common share at a price of $0.15 per share for a period of two years from the date of issue. The Company issued the units on February 27, 2008.

23

EX-99.2

MANAGEMENT DISCUSSION AND ANALYSIS

For the THREE- MONTH PERIOD ENDED JANUARY 31, 2008

World Ventures Inc.

102 Piper Crescent

Nanaimo, British Columbia

Canada

V9T 3G3

Tel:  (250) 756-0291

Fax:  (250 756-0298

E-Mail: ir@worldventuresinc.com

Web: www.worldventuresinc.com

TO OUR SHAREHOLDERS

Commodity prices remain at historic high levels, and bode well for exploration financing for the future. Continued accelerated interest in gold properties due to strength in gold prices has created an atmosphere conducive for funding the gold property holdings of World Ventures Inc.  The Company is optimistic that joint venture and equity funding will be available to advance exploration on its properties in the upcoming field season. Markets have strengthened for diamonds, tungsten, precious metals and base metals all of which impact the Company's mineral interests.

Both the Lapon Canyon Gold Property in Mineral County, in Nevada, U.S.A, and the Triton Gold Property in Ontario, Canada have seen significant levels of exploration in the region of both property holdings. Several expressions of interest in venture funding for both properties are being pursued.

Sultan continues to have remarkable success in exploration for all the various commodities on the Jersey-Emerald Property. An aggressive exploration program conducted by Sultan Minerals Inc. on the Jersey-Emerald Property in British Columbia, Canada has enhanced the future potential value of Company's retained Royalty Interest in the property. A more detailed discussion of this work is contained in the Company's 2008 Annual Report - Management Discussion and Analysis, and in Sultan's on-going timely news releases. In summary significant steps have been taken toward possible production of three mineralization types: molybdenum, tungsten and lead-zinc.  All three types of mineralization have had resources established by Sultan and all are undergoing additional exploration. Baseline studies and preliminary feasibility studies in progress will advance the economic assessment of the Sultan holdings and potential value of the Company's royalty position. The Company is encouraged w ith the progress during the year under the Sultan management team.

New director Patricia Sheahan has joined the board and we welcome her input to the Company's exploration activities and Corporate development. Patricia's many years of experience in the mineral industry, and established rapport within the industry are valuable additions to the Company's corporate talent pool.

The Company continues to review mineral opportunities/properties for possible participation, potential acquisition and for potential financing sources. Management continues to be optimistic that the upcoming year will be rewarding, particularly with increased commodity prices that will continue to stimulate the mineral industry.

Stewart A. Jackson

President, Chief Executive Officer

World Venture Inc.

2007 Annual Report Page 2

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

INDEX

	Page
1.1  Date	4
1.2  Overall Performance	4 - 10
1.3  Selected Annual Information	10
1.4  Results of Operations	11 - 12
1.5  Summary of Quarterly Results	13
1.6/1.7  Liquidity and Capital Resources	13 - 15
1.8  Off -Balance Sheet Transactions	15
1.9  Transactions with Related Party	15 - 16
1.10  Fourth Quarter	16
1.11  Proposed Transactions	16
1.12  Critical Accounting Estimates	16
1.13  Changes in Accounting Policies	16
1.14  Financial Instruments	17
1.15  Other MD&A Requirement	17 - 19
1.16  Subsequent Events	19
1.17  Other Information	20

2007 Annual Report Page 3

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.1

Date

This discussion date March 31, 2008 is intended to assist readers with a better understanding and evaluation World Ventures Inc.'s ("WVI" or the "Company") history, business environment, strategies, performance and risk factors as well as the financial condition and operations for the first quarter and the Three-Month Period Ended January 31, 2008. The following Management Discussion and Analysis ("MD&A") should be read in conjunction with the financial statements and related notes thereto for the first quarter and the Three-Month Period Ended January 31, 2008, the Director's Report to Shareholders, and other management discussion included in the Company's Quarterly Report. The information in this report includes information available to March 31, 2008. Except where otherwise noted, all dollar amounts are stated in Canadian dollars. The data included was prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP). Please also refer to the Company's financial statements and notes for further information. Further financial information regarding the World Ventures Inc. is available at www.sedar.com and at www.sec.gov/edgar.shtml

This MD&A contains forward-looking statements with respect to expected financial performance, strategy and business conditions. These statements involve risks and uncertainties, are based on assumptions and estimates, and therefore actual results may differ materially from those expressed or implied by World Ventures Inc. Factors which may cause such differences include, but are not limited to, general economic and market conditions including interest and foreign exchange rates, investment performance, global and domestic financial markets, the competitive industry environment, legislative and regulatory changes, technological developments, catastrophic events and other business risks.  The reader is cautioned against undue reliance on these forward-looking statements. Certain totals, subtotals and percentages may not reconcile due to rounding.

Management is responsible for the preparation and integrity of the financial statements including, the maintenance of appropriate information systems, procedures and internal controls, and to ensure that the financial information used internally or disclosed externally, including financial statements and MD&A is complete and reliable.

1.2

Overall Performance

Business and Corporate History

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

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

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

The Company's industry is highly uncertain and risky by its very nature.  Success is dependant on number of factors including the knowledge and expertise of its management and employees and their ability to identify and advance attractive exploration projects.  The Company is fortunate to have attracted highly qualified individuals with vast   profession experience in exploration, development of metal deposits in all facets of mining industry.  The Company's management has a superior and successful career track record with a number of exploration projects.

2007 Annual Report Page 4

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.2

Overall Performance (continued)

Business and Corporate History (continued)

The key determinants of the Company's operating results are as follows:

(a)

the state of capital markets, which affects the ability of the Company to finance its exploration activities;

(b)

the write-down and abandonment of mineral properties as exploration results provide further information relating to the underlying value of such properties;

(c)

market prices for gold, copper, diamonds, silver, lead, molybdenum, tungsten, iron and zinc;

(d)

ability to attract and hold knowledgeable, expert, experienced management and employees;

(e)

continued regulatory standard changes which increase the complexity and length of processes and increased cost associated;

(f)

foreign properties are at risk of changes in regulations or shifts in political attitudes within foreign countries;

(g)

intense competition of the mining industry in all phases affects the acquisition of suitable properties for exploration in the future

The Company reported financial results for the first quarter and the Three-Month Period Ended January 31, 2008 with a net loss of $27,649 reflective of the increased activity of the Company. Comparatively, the Company reported a net loss of $ 20,144 for the first quarter and the Three-Month Period Ended January 31, 2007. As at January 31, 2008 the Company had a cash position of $72,037 compared with January 31, 2007cash position of $18,126 compared to $9,219 as at January 31, 2006. As at January 31, 2008 the Company reported a working capital deficiency of $189,565 and for January 31, 2007, the Company reported a working capital deficiency of $ $267,178 compared with working capital deficiency of $399,515 as at January 31, 2006. The net working capital is not sufficient for the Company's present requirements. The Company has continued to provide capital through equity financing and proposes to meet any further working capital requirements throu gh equity financings on acceptable terms in order to enable us to complete any plan of operation.

In the current period ended January 31, 2008 the Company continued to incur general and administrative expenses consistent with the previous 12 months. The Company incurred expenditures for the Lapon Canyon - Nevada Project consistent with the same 12-month period in the previous year. In additional the Company incurred expenditures for the Crystal Springs - - Saskatchewan, the Triton - Ontario and Gladiator - Arizona properties. Total expenditures for all resource properties for the current three-month period total $21,155 compared with the three-month period ended January 31, 2007 of $14,320 and for October 31, 2007 year total of $107,291. Compared with total resource expenditures for fiscal year 2006 of $60,414 and total resource expenditures of $108,328 for 2005 fiscal year.

Financial results for the year of 2005 the Company reported a net loss of $467,969 and for the year 2007a net loss of $320,473. A significant change was made in accounting policy effective November 1, 2003, per the recommendations of the Canadian Institute of Chartered Accountants ("CICA") Handbook Section 3870, for Stock-based compensation and other stock-based payments. In accordance with the CICA policy the Company has accounted for stock options granted to directors, employees and consultants using the fair market value method. As a result of the preceding, the Company has recognized $289,341in stock-based compensation in the 2005 years net loss, and an additional $33,712, which was charged to the opening deficit and in 2007, $171,470 of stock-based compensation

Annualized fiscal expenses for 2007, 2006, and, and 2005 are comparative across all categories. Noted increases are in Accounting and Administration with $47,323 in 2007 compared to $28,403 in 2006 and $12,356 in 2005 as result of increase costs of overall administration; a decrease in Travel and Promotion with $25,547 in 2007 compared to $45,252 in 2006 and $97,587 in 2005. In 2007 consulting fees paid were $4,500 compared to $2,000 in 2006, and $13,444 in 2005. No Corporate capital taxes were paid during 2007, 2006 or 2005. Revenues remained unchanged at $0 in 2007, 2006, and 2005, reflective of the nature of a mining exploration company. (Please review 1.3 Selected Annual Information and 1.5 Summary of Quarterly Results.)

2007 Annual Report Page 5

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.2

Overall Performance (continued)

Projects and Recent Developments

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

Potential Mineral Commodity: Gold

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

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

The Company plans to conduct additional geological mapping, geophysical exploration, and sampling of surface gold showings. Subject to financing, this will be followed by additional drilling to complement that conducted by Teck-Cominco Limited in 1985 - - 1988. Future work will also include dewatering of the previous workings and resampling the quartz vein exposures to confirm gold values that are contained within historical reports.  These gold values, as shown on historical documents, extend throughout the 110-foot shaft, and 145 feet of lateral workings at the 100-foot depth. These data precede NI 43-101, have not been confirmed and cannot be relied upon. The Company does not have a schedule for the above noted anticipated work, except for sufficient expenditures to maintain annual assessment work requirements on the mineral claims. Expenditures for 2007 total $2,172 and $2,000 in 2006. There were no expenditures by the Company for this property in2005.

Kootenay Property, near Salmo, British Columbia, Canada

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

The Jersey-EmeraId Property in the Nelson Mining Division, Kootenay Region of British Columbia, Canada is a former producer of lead-zinc and tungsten.  The Company retained a 1.5% net smelter return royalty when it sold the property some years ago during a period of depressed metal prices.  Since 1995 Sultan Minerals Inc. ("Sultan") of Vancouver, British Columbia, Canada, the current owner of the property, has conducted exploration on the molybdenum, tungsten, lead and zinc potential of the property.

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

On January 31, 2007, Sultan reported that they have commissioned Wardrop Engineering Inc. to undertake a Scoping Study, expected to be completed in April 2007, to assist Sultan in directing the future development of the Jersey-Emerald Property. A status report on the property, which summarizes current activity on the property, was released by Sultan Minerals Inc. on October 29, 2007. An excerpt from that press release reads as follows:

2007 Annual Report Page 6

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.2

Overall Performance (continued)

Projects and Recent Developments

Kootenay Property, near Salmo, British Columbia, Canada (continued)

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

"The 2007 work program budgeted for $2,000,000 is underway on the Jersey-Emerald property and includes the following:

1.

40,000 feet of surface and underground diamond drilling to test the East Emerald Tungsten Zone, the East Dodger Tungsten Zone and the Dodger Molybdenum Zone. Diamond drilling and surface trenching are also testing extensions to the historic Jersey lead-zinc deposit.

2.

A preliminary scoping study to determine the economic parameters for a mining plan to develop the existing tungsten resource was successfully completed in May (see Press Release of May 23, 2007).

3.

Metallurgical testing of tungsten and molybdenum ore composites.

4.

Researching historic mine records, and entering historic diamond drill logs and assays into a digital mine model.

5.

Undertaking an environmental baseline study in order to expedite future development plans.

6.

Underground surveying of the historic Jersey lead-zinc workings in preparation for an evaluation of the remaining drilled out lead-zinc resource.

7.

Rehabilitating underground workings in preparation for a winter underground drill program.

Diamond drilling is currently continuing on the property and 61 drill holes, 19 underground and 42 surface holes, have now been completed in the Company's planned 2007, 40,000 ft, drill program. Assays have been received and reported for the initial 19 underground holes which investigated the East Dodger tungsten and molybdenum zones (refer to Press Release of June 6, 2007 and July 18, 2007). The surface drill program has targeted extension to the Jersey lead-zinc deposit (refer to Press Release of September 24, 2007), the East Emerald Tungsten Zone, and the Dodger Tungsten Zone. Samples from the initial six holes from this round of surface drilling were shipped to Acme Labs Ltd in mid-September and assays are anticipated shortly. Drill logs and assays for an additional 200 drill holes in the Emerald Tungsten Deposit have been entered into the digital data base for the mine in the ongoing compilation of the historic mine records. This complete s the drill hole data base for this historic mine and will allow the company to complete a resource evaluation for this deposit." The Company monitors the exploration activity on the property to track the evolving potential value of the royalty interest.

Crystal Springs Property, Central Saskatchewan, Canada

Potential Mineral Commodities: Diamonds, Gold, Copper and Iron

The Company acquired mineral rights covering over 57,000 acres (23,700 hectares) in the Crystal Springs area, near Fort a la Corne, Saskatchewan, Canada. This large tract of land prospective for diamonds, gold, copper and iron, is held in part as private land mineral rights and in part as Saskatchewan Mineral Claims.

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

The Company's land position was acquired based on results of a preliminary investigation carried out in the area by the Company in 1995 and 1996. The exploration targets are of two types; one being the kimberlite pipes that may be present, the other being gold-copper bearing iron formations in the underlying Precambrian basement, as outlined by an airborne magnetic survey conducted by the Company in 1995.

2007 Annual Report Page 7

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.2

Overall Performance (continued)

Projects and Recent Developments (continued)

Crystal Springs Property, Central Saskatchewan, Canada

Potential Mineral Commodities: Diamonds, Gold, Copper and Iron

Subject to the availability of funds, the Company will drill test geophysical anomalies for the presence of diamondiferous pipes extending to or near the surface through overlying younger Paleozoic rocks, and for gold and copper in the iron formations in the older underlying Precambrian basement rocks.

Of the 57,000 acres, approximately 640 acres are private minerals rights of Mrs. M. Lanctot and Mr. A Lanctot. The Company entered into a lease purchase agreement dated July 1, 2005 with Mrs. M. Lanctot and Mr. A. Lanctot ("Lanctots") to acquire the right to explore, develop and mine a property located in the vicinity of Fort a la Corne, Saskatchewan, Canada ("Crystal Springs Property").   The initial lease term is ten years with the first payment of $2,000 upon execution of the agreement on, March 31, 2006 and an annual sum of $4,000 for a total of $38,000. The Company has an option to purchase the 640-acre Crystal Springs Property upon commercial development. Upon commencing mining operations on the Property, the Company will pay Lanctots a production royalty equal to 5% of net profits and $4,000 per annum. Expenditures for 2007 were $4,000 and in 2006 total $12,732. There were no expenditures for this property i n 2005.  

The Saskatchewan Mineral Claims require the expenditure of  $12 per hectare for years starting 2-10 to maintain Mineral Claims in good standing. The Company is actively reviewing financing and funding alternatives for this project.

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

Potential Mineral Commodities: Gold and Silver

The property covers a gold-bearing complex vein structure that has had minor historical production from two mine adit levels with additional exploration on a third adit level.

The Company entered into a Lease Purchase Agreement dated June 6, 2002 with Mr. Donald B. Potts ("Potts") to acquire the right to explore, develop and mine the property located in Mineral County, Nevada, USA (the "Property"). The initial lease term is five years but can be extended for an additional five years, and for so long thereafter as minerals are mined and produced from the Property. Upon commencing production of valuable minerals from the property, the Company shall pay Potts a royalty on production equal to 4% of net smelter returns.  

Pursuant to a Letter Agreement with Potts dated May 2, 2002, the Company has paid to Potts the sum of $US 11,000 which includes the royalty payment due on June 6, 2002. Subsequent to the Company's October 31, 2006 year-end, the Company and Potts amended the Lease Purchase Agreement with an Amendment Agreement Letter dated January 16, 2007. The Amendment Agreement Letter amended the Term of the Lease to automatically extend the lease for an additional 5 years to June 6, 2012 and a minor amendment to the Minimum Royalties Payments.

The amended Minimum Royalty payment schedule is as follows:  

        Payment Period

                                Amount Monthly US$

(i)  

July 6, 2002 through February 6, 2003(paid)

$ 1,000

(ii)  

March 6, 2003 through November 6, 2003(paid)

$ 1,500

(iii)  

December 6, 2003 through August 6, 2004(paid)

$ 2,000

(iv)  

September 6, 2004 through May 4, 2005(paid)

$ 2,500

(v)  

June 6, 2005 through February 6, 2006(paid)

$ 3,000

(vi)  

March 6, 2006 through November 6, 2006(paid)

$ 3,500

(vii)

December 6, 2006 through August 6, 2007(paid)

$ 4,000

(i)

September 6, 2007 through the 6th day of each

month thereafter (paid to March 2008)

$ 4,500  

2007 Annual Report Page 8

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.2

Overall Performance (continued)

Projects and Recent Developments (continued)

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

Potential Mineral Commodities: Gold and Silver (continued)

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

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

The Company plans to re-open the old workings on the property, resample the gold-bearing structures and then conduct an exploration program.  The exploration program is expected to include drill testing and, if warranted extending the lowermost tunnel to evaluate the potential of the structure in three directions, updip, downdip, and on strike. If warranted the lowermost tunnel will be extended to achieve three objections: 1) the verification of mineralization on strike 2) bulk sampling of the gold mineralization and 3) to create working areas to allow drill testing both updip and downdip.

Expenditures to date on the property total $402,475 ($92,490 for 2007) including lease obligations, preliminary and on-going evaluation costs, and the costs of an independent NI 43-101report.  These expenditures are preliminary to a proposed $100,000-300,000 initial on-site work program. Additional work is subject to availability of financing. Increased precious metal prices during 2007 have stimulated industry interest regarding the property.

Gladiator, Arizona, United States

The Company entered into an option agreement on January 14, 2000 with Curitiba S.A., a Costa Rican corporation, to acquire 100% of the issued and outstanding shares of Nor-Quest Arizona Inc., an Arizona corporation. Nor-Quest Arizona Inc. has title to 170 acres within the Prescott National Forest in the State of Arizona. The option expired January 14, 2002; however, as part of the original agreement, the Company agreed to pay any property tax balance outstanding during the option period. During 2004, the Company paid the outstanding arrears taxes of $5,549 relating to the option period.  There were no expenditures by the Company for this property in 2006 or 2005. The Company entered into a letter of intent to purchase the outstanding and issued common shares of Nor-Quest Arizona Inc. on April 11, 2007, the letter is exercisable until March 31, 2008. The Company incurred costs of $8,630 for the 2007 fiscal year

Guanacaste, Costa Rica

Pursuant to an option agreement dated October 23, 1995 and amended February 27, 1996 between the Company and Minera Oceanica S.A., the Company acquired an option for the mineral and surface rights in Concession 6622 situated in the Juntas de Abangares, District of Guanacaste, Costa Rica, subject to a 10% royalty in favour of Minera Oceanica S.A. on operating profits derived from the property, or US $100,000 per year, whichever is greater.  This royalty has been waived indefinitely until the commencement of production. Finder's fees of $22,500 have been included in the cost of resource properties. The Company wrote down the property ($395,496) during 2003 and as at October 31, 2007 the Company is holding the rights for future use. There were no expenditures by the Company for this property in 2007, 2006 or 2005. The Company monitors mineral exploration in Costa Rica.

2007 Annual Report Page 9

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.2

Overall Performance (continued)

Projects and Recent Developments (continued)

Pan-Oro, Panama

During 1995, the Company entered into a letter of agreement with Grande Portage Resources Ltd. to enter into a joint venture agreement to develop mineral concessions in Panama.  The agreement has not yet been concluded and regulatory approval remains outstanding.  During 2001, the Company decided to write-down its investment in this property to a nominal carrying value.  The Company still retains the right to resume exploration on this property.  The Company has a 90% ownership interest in Pan-Oro S.A., an inactive Panamanian corporation. As at October 31, 2007, the Company is not actively conducting exploration in Panama. There were no expenditures by the Company for this property in 2007, 2006 or 2005. The Company abandoned its rights in Panama during the fiscal year and has written off the carrying value of the investment.

1.3

Selected Annual Information

The following selected financial information is derived from the audited financial statements for the years ended October 31, 2007, 2006, 2005 and 2004, of the Company as prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP). The Company has included in the consolidated financial statements reconciliation between Canadian Generally Accepted Accounting Principles and United States Generally Accepted Accounting Principles. The reconciliation and explanation of the differences are in Note 12 of the Company's financial statements, pages 18 through 21. For more detailed information, refer to the Company's audited Financial Statements.

	January 31, 2008	October 31, 2007	October 31, 2006	October 31, 2005
Net sales or total revenues	$Nil	$Nil	$Nil	$Nil
Income (loss) before discontinued items or extraordinary items	$(27,649)	$(320,473)	$(152,320)	$(467,969)
Income (loss) before discontinued items or extraordinary items: - per share undiluted - per share diluted	(0.00) (0.00)	(0.02) (0.02)	(0.01) (0.01)	(0.04) (0.04)
Net Income (loss)	$(27,649)	$(320,473)	$(152,320)	$(467,969)
Net Income (loss) before discontinued items or extraordinary items: - per share undiluted - per share diluted	(0.00) (0.00)	(0.02) (0.02)	(0.01) (0.01)	(0.04) (0.04)
Total Assets	$530,377	$564,608	$345,789	$275,130
Total Long-term Debt	$Nil	$Nil	$Nil	$Nil
Cash dividends declared: $ per share	$Nil	$Nil	$Nil	$Nil

The growth in total assets for the year ended October 31, 2007 is primarily the result of capitalized exploration expenditures incurred during the year and an increase in cash and cash equivalents from private placements. Financial results for the year of 2005 the Company reported a net loss of $467,969 including a significant change in accounting policy effective November 1, 2003, per the recommendations of the Canadian Institute of Chartered Accountants ("CICA") Handbook Section 3870, for Stock-based compensation and other stock-based payments. In accordance with the CICA policy the Company has accounted for stock options granted to directors, employees and consultants using the fair market value method. As a result the preceding the Company has recognized in 2007 $171,470 stock-based compensation and in 2005 - $289,341 stock-based compensation, and an additional $33,712, which was charged to the opening deficit in the previous years.

2007 Annual Report Page 10

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.4

Results of Operations

The Company's consolidated financial statements for the year ended October 31, 2007 with comparatives have been prepared in accordance with Canadian Generally Accepted accounting principles. The Company's financial reporting is in Canadian dollars. The Company has included in the consolidated financial statements reconciliation between Canadian Generally Accepted Accounting Principles and United States Generally Accepted Accounting Principles. The reconciliation and explanation of the differences are in Note 12, pages 18 through 21.

Differences in income (losses) by the Company in the various periods are caused entirely by variations in the amounts that the Company incurred in its day-to-day operations and, primarily in raising funds or conducting exploration work on its Lapon Canyon-Nevada Property, Triton-Ontario Property, and Crystal Springs-Saskatchewan Property.

The Lapon Canyon, Nevada Property is a gold-bearing vein structure with historical exploration and minor production on three levels Proposed exploration consisting of opening, re-examining, sampling, and drilling of extensions has not been started to date.

The Triton, Ontario Property is a gold-bearing vein structure with an exploration shaft to over 100-feet and some diamond drill intersections both below and lateral to the old workings.  Re-examination of the old workings and drilling for possible extension of the known mineralization has not been initiated. Surface sampling of known vein structures was carried out in late 2007sufficient for assessment purposes.

The Crystal Springs, Saskatchewan diamond gold exploration target was acquired during the 2006 year.  The required airborne geophysical surveys, drill testing for possible diamond pipes, and drill testing for potential gold-copper-iron targets in the basement rock have not yet been imitated.  Monitoring of diamond exploration activity within the kimberlite field to the north continually evaluates the region for exploration potential.

The Kootenay (Jersey-Emerald) Property royalty interest covers production from the several potential targets. An extensive program by Sultan Minerals Inc., the current owner of property is ongoing and is monitored on continued basis.

As the Company is in the exploration stage of investigating, evaluating its minerals properties, revenues remained unchanged at $0 in 2007, 2006, and 2005, reflective of the nature of a mining exploration company.

In the current year ended October 31, 2007 the Company continues to incur general and administrative expenses consistent with the previous 12 months. The Company incurred expenditures for Lapon Canyon-Nevada Property consistent with the same 12-month period in the previous year. In additional, the Company incurred expenditures for Crystal Springs-Saskatchewan Property and Triton-Ontario Property. Total expenditures for all resource properties for the 2007 total $107,291, compared to 2006 total of $60,414, and for 2005 total $108,328, and for 2004 total $86,333. Financial results for the 2007 are reflective on the continued activity of the Company with a net loss of $320,473 and in 2006 a net loss of  $152,320, in 2005 net loss of $467,969, and in 2004 a net loss of $124,181.

Financial results for the years of 2007 and 2005 the Company reported a net loss of $320,473 and $467,969 respectively including a significant change in accounting policy effective November 1, 2003, per the recommendations of the Canadian Institute of Chartered Accountants ("CICA") Handbook Section 3870, for Stock-based compensation and other stock-based payments. In accordance with the CICA policy the Company has accounted for stock options granted to directors, employees and consultants using the fair market value method. As a result the preceding the Company has recognized $171,470 in 2007 and in 2005, $289,341 stock-based compensation in the years net losses, and an additional $33,712, which was charged to the opening deficit in the prior year. The Financial results for the year of 2004 were reflective of the renewed activity of the Company with a net loss of $124,181.

2007 Annual Report Page 11

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.4

Results of Operations (continued)

Expenses for 2007, 2006, and 2005 are comparative across all categories. Specific expenses of note during the 2007, 2006, and 2005 periods are as follows:

Expenses for 2007, 2006, 2005, and 2004 are comparative across all categories. Specific expenses of note during the 2006, 2005, and 2004 periods are as follows:

•

Professional fees with $8,089 for 2008 and $13,346 in 2007, $37,436 in 2006 compared to $15,768 in 2005 and $18,910 in 2004 as result of increase costs of auditing fees;

•

Travel and Promotion with $623 for 2008 and  $676 in 2007, $45,252 in 2006 compared to $97,587 in 2005 and $37,452 in 2004, expenditures vary depending public relations expenditures;

•

Interest and Bank Charges with $278 in 2008 and for 2007 of $946 which increased to $8,025 in 2006, compared to $6,505 in 2005, and $17,860 in 2004;

•

Office and sundry decreased to $1,097 from  $1,259 in 2007,  $7,021 in 2006 compared to $11,148 in 2005, and $5,479 for 2004.

•

Consulting fees paid for 2008 and 2007 were $0 and for 2006 was $44,182 compared to $54,772 in 2005, and $0 in 2004.

•

No Corporate capital taxes were paid during 2007, 2006, 2005 and 2004 years.

•

Included expenditures for services paid to an individual related to the President of the Company for the 2008 and 2007 quarterly periods were $3,000, and 2007 fiscal year in the amount of $12,000 ($12,000 in both 2006 and 2005 fiscal years).

•

The Company had no consulting fees for period ended and has included expenditures for consulting fees paid to an officer of the Company in the 2008 or 2007 comparative periods. In 2006 year of $2,000 (2005 - $54,772 and $0 in 2004)

There are no trends, commitments, events or uncertainties presently known or identifiable to management that are reasonably expected to have a material affect on the Company's business, financial position, or results of operations. The nature of the Company's business is the demanding of capital for property acquisition costs, exploration commitments and holding costs. The Company intends to utilize cash on hand to meet these obligations and will continue to raise funds by equity financings as necessary to augment this cash position, as it does not have sufficient operating cash flow.

There are certain risk factors that could have material affects that are un-quantifiable at present due to the nature of the Company's industry and other considerations as follows:

•

Exploration Development and Operating Risk - - mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Properties in the Company has direct of indirect interest will be subject to all the hazards and risks normally associated with exploration and development any of which could result in damage to property, and possible environmental damage. Mineral exploration involves a high degree of risk and few properties result in successful production;

•

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

•

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

•

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

•

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

•

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

2007 Annual Report Page 12

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.5

Summary of Quarterly Results

The following information is provided for each of the eight (8) most recently completed quarters of the Company. This financial information was prepared in accordance with Canadian Generally Accepted Accounting Principles ("GAAP") and reported in Canadian dollars.

	Q1 Jan 31, 2008	Q4 Oct 31, 2007	Q3 Jul 31, 2007	Q2 Apr 30, 2007	Q1 Jan 31, 2007	Q4 Oct 31, 2006	Q3 Jul 31, 2006	Q2 Apr 30, 2006
Net sales or total revenues	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil
Income (loss) before discontinued items or extraordinary items	(27,649)	(252,828)	(15,691)	(31,810)	(20,144)	(28,287)	(23,556)	(76,455)
Income (loss) before discontinued items or extraordinary items: - per share undiluted	(0.00)	(0.02)	(0.00)	(0.00)	(0.00)	(0.01)	(0.00)	(0.00)
- per share diluted	(0.00)	(0.02)	(0.00)	(0.00)	(0.00)	(0.01)	(0.00)	(0.00)
Net Income (loss)	(27,649)	(252,828)	(15,691)	(31,810)	(20,144)	(28,287)	(23,556)	(76,455)
Net Income (loss) before discontinued items or extraordinary items: - per share undiluted	(0.00)	(0.04)	(0.00)	(0.00)	(0.00)	(0.01)	(0.00)	(0.00)
- per share diluted	(0.00)	(0.04)	(0.00)	(0.00)	(0.00)	(0.01)	(0.00)	(0.00)
Total Assets	530,377	564,608	321,989	459,824	357,410	345,789	438,982	317,491
Total Long-term Debt	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Cash dividends declared: $ per share	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

The net loss for the fourth quarter of the fiscal 2007 was $252,828 compared to 2006 net loss of $28,779 and to the net loss of $377,620 for the same period in the fiscal in 2005.  The increase in the net loss for the fourth quarter in 2007 and 2005 was primarily due to stock-based compensation expenses of $171,470 for 2007 and $323,053 for 2005.  Compensation expenses are based on the fair value over their vesting periods using the Black Scholes option-pricing model.

1.6

Liquidity and Capital Resources

As at January 31, 2008 the Company had a cash position of $72,037 compared with January 31, 2007cash position of $18,126 compared to $9,219 as at January 31, 2006. As at January 31, 2008 the Company reported a working capital deficiency of $189,565 and for January 31, 2007, the Company reported a working capital deficiency of $ $267,178 compared with working capital deficiency of $399,515 as at January 31, 2006. The net working capital is not sufficient for the Company's present requirements. The Company has continued to provide capital through equity financing and proposes to meet any further working capital requirements through equity financings on acceptable terms in order to enable us to complete any plan of operation.

The financial statements have been prepared on a going concern basis which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has no revenue generating properties at this time, and has generally incurred losses since inception.  

The net working capital is not sufficient for the Company's present requirements. The Company has continued to provide capital through equity financing and proposes to meet any further working capital requirements through equity financings on acceptable terms in order to enable us to complete any plan of operations.  Please review "Subsequent Events" - Page 19.

In July 2007, the Company negotiated a non-brokered private placement of 825,000 common units at a purchase price of  $0.20 per unit for proceeds of $165,000. Each unit is composed of one common share and one common share warrant exercisable for 24 months from date of issue at a price of  $0.30. The Company issued the units on November 28, 2007.

2007 Annual Report Page 13

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.6

Liquidity and Capital Resources (continued)

In February 2007, the Company negotiated a non-brokered private placement of 580,000 common units at a purchase price of  $0.15 per unit for proceeds of $87,000. Each unit is composed of one common share and one common share warrant exercisable for 24 months from date of issue at a price of $0.30 per warrant. The Company issued the units on July 11, 2007.

In January 2007, the Company negotiated a non-brokered private placement of 120,000 common units at a purchase price of  $0.15 per unit for proceeds of $18,000. Each unit is composed of one common share and one common share warrant exercisable for 24 months from date of issue at a price of  $0.30 per warrant. The Company issued the units on July 11, 2007.

In respect to above placements totalling 1,525,000 units, if the Company's shares trade on the OTYC B:B at a price greater than or equal to $0.50 per share at any time during the trading day for a period of 10 consecutive trading days (Premium Trading Days) after which time the exercise period shall be shortened to a period of 14 calendar days commencing on that day which is the tenth Premium Trading Day.

On November 20^th, 2006 the Company negotiated a non-brokered private placement of 1,000,000 common units at a purchase price of  $0.10 per unit. Each unit is composed of one common share and one common share warrant exercisable for 24 months from closing. The warrants are exercisable at $0.10 per share in the first year and at $0.15 in the second year. The Company issued the units on February 28, 2007.

During 2006, the Company raised an aggregate of $250,000 on a negotiated a non-brokered private placement of 1,250,000 units at a price of $0.20 per unit. Each unit consists of one common share and one share warrant to purchase one additional common share at a price of $0.25 per share in the first year or $0.35 in the second year. The warrants are exercisable for a period of 24 months from the closing date. The Company issued the units on May 12, 2006.

The funding raised as noted and any additional funds raised will be used for the Company's exploration programs located in Nevada, Ontario and Saskatchewan, if warranted, to pursue other business opportunities and for general working capital.

During 2006, the Company issued 200,000 common shares at a price of $0.20 per share to settle a $40,000 debt incurred on behalf of the Company by an officer of the Company and 84,000 common shares at a price of $0.33 per share to settle a $27,720 court action.

The Company entered into a lease purchase agreement dated June 6, 2002 with Mr. Donald B. Potts ("Potts") to acquire the right to explore, develop and mine a property located in Mineral County, Nevada, USA (the "Property").  The initial lease term is five years but can be extended for an additional five years, and for so long thereafter as minerals are mined and produced from the Property. Upon commencing production of valuable minerals from the Property, the Company will pay Potts a royalty on production equal to 4% of net smelter returns.

Future royalty payments are payable (in US$) as follows:

Payments per agreement	Year 1	Year 2	Year 3	Year 4	Year 5
November 2007 - October 2008	$54,000
November 2008 - October 2009		$54,000
November 2009 - October 2010			$54,000
November 2010 - October 2011				$54,000
November 2011 - October 2012					$54,000
TOTAL PER YEAR	US$54,000	US$54,000	US$54,000	US$54,000	US$54,000

As at March 17, 2008, the Company has paid all royalty payments and funding is available to satisfy the next fiscal years lease agreement. Royalty payments on actual productions will equal 4% of net smelter returns ("NSR").

2007 Annual Report Page 14

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.6

Liquidity and Capital Resources (continued)

The Company entered into a lease purchase agreement dated July 1, 2005 with Mrs. M. Lanctot and Mr. A. Lanctot ("Lanctots") to acquire the right to explore, develop and mine a property located in the vicinity of Fort a la Corne, Saskatchewan, Canada ("Crystal Springs Property").   The initial lease term is ten years with the first payment of $2,000 upon execution of the agreement and an annual sum of $4,000 for a total of $38,000. The Company has an option to purchase the Crystal Springs Property upon commercial development. Upon commencing mining operations of the Property, the Company will pay Lanctots on production equal to 5% of net profits and $4,000 per annum

Future royalty payments are payable (in CDN$) as follows:

Payments per agreement	Year 1	Year 2	Year 3	Year 4	Year 5
November 2007 - October 2008	$4,000
November 2008 - October 2009		$4,000
November 2009 - October 2010			$4,000
November 2010 - October 2011				$4,000
November 2011 - October 2012					$4,000
TOTAL PER YEAR	CDN$4,000	CDN$4,000	CDN$4,000	CDN$4,000	CDN$4,000

As at March 31, 2008, the Company has paid all royalty payments and funding is available to satisfy the next fiscal years lease agreement. Royalty payments on actual productions will equal 4% of net smelter returns ("NSR").

During the current year, the Company expenditures for Lapon Canyon were $92,490and $45,682 in 2006, compared to the fiscal year October 31, 2005 with expenditures totaling $108,328 additional incurred expenditures for Crystal Springs - - Saskatchewan, Triton - Ontario and Gladiator - Arizona in 2007 totaled $14,801. Total expenditures for all resource properties for the year were $107,291.  The expenditures included costs for legal, consulting, lease payments, property taxes and travel. The Company will continue to incur research and development costs that are required in order to maintain resource properties in good standing.

The Company has no other commitments or arrangements for additional financing at this time and there is no assurance that the Company will be able to obtain any additional financing on terms acceptable to the Company. The quantity of funds to be raised and the terms of any equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration and development activity.

Other than as discussed herein, the Company is not aware of any trends, demands, commitments, events or uncertainties that may result in the Company's liquidity materially decreasing beyond the current projected expenditures. The Company has historically satisfied its capital needs primarily by issuing equity securities. Management believes it will be able to raise equity capital as required in both the short and long term but recognizes the uncertainty attached thereto. The Company will continue to use various strategies to minimize its dependence on equity capital, including the securing of joint venture partners where appropriate.

1.8

Off-Balance Sheet Arrangements

As at October 31, 2007, the Company has no off-balance sheet arrangements.

1.9

Transactions with Related Parties

Services provided by directors or parties related to directors:

		January 31, 2008		October 31, 2007		October 31, 2006		October 31, 2005
Consulting	$	0	$	28,500	$	2,000	$	54,772
Rent	$	3,000	$	12,000	$	12,000	$	12,000

2007 Annual Report Page 15

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.9

Transactions with Related Parties

•

Accounts receivable includes $2,542 (2006 and 2005 - $665) due from a director.

•

Accounts payable includes $3,708 (2006 - $0 and 2005 - $10,713) due to an individual related to the president of the Company.

•

Accounts payable includes $1,847 (2006 - $0 and 2005 - $16,162) due to an officer.

•

During 2007 fiscal year, a shareholder advanced $42,889 (2006 $233,838) to the Company. In 2007, $100,000 (2006 - $250,000) was applied to exercise of 1,000,000 (2006 - 1,250,000) warrants.

•

In 2007 fiscal year, of the $4,500 (2006 - $2,000) in consulting fees, $3,500 were paid to an officer of the Company and are included in consulting fees. Consulting of fees in the amount of $25,000 (2006 - $0) were paid to an officer and included in resource properties.

The fair value of the amounts due to related parties are not determinable, as they have no fixed terms of repayment. These transactions are in normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to be related parties.

1.10

Fourth Quarter

Not applicable.

1.11

Proposed Transactions

There are no proposed transactions that will materially affect the performance of the Company other than those described in Subsequent Events Note 13 to the Consolidated Financial Statements as follows: On February 26, 2008 the Company completed a non-brokered private placement of 561,733 units at a purchase price of $0.09 cents per unit for proceeds of $50,556. Each unit is composed of one common share and one share purchase warrant exercisable for 24 months from closing. One warrant entitles the holder to purchase one additional common share at a price of $0.15 per share for a period of two years from the date of issue. The Company issued the units on February 27, 2008.

1.12

Critical Accounting Estimates

The Company prepares its consolidated financials statements in accordance with accounting principles generally accepted in Canada.  The most significant accounting estimate is the policy of capitalizing exploration expenditures on its active properties.  The Company reviews its portfolio of properties on an annual basis to determine whether a write-down of the capitalized cost of any property is required under Canadian generally accepted accounting principles. The Company had written down in previous years the Guanacaste, Costa Rica and Pan-Oro, Panama properties to $1.

1.13

Changes in Accounting Policies

Effective November 1, 2003, the Company adopted the amended recommendations of the CICA Handbook Section 3870, for stock-based compensation and other stock-based payments. The Company accounts for stock options granted to directors, employees and consultants using the fair value method. The fair value of each options granted is estimated on the date of the grant using the Black-Scholes options pricing model and charged to earnings over the vesting period with the corresponding increase in contributed surplus. Upon exercise of the stock options, consideration received together with the amount previously recognized in contributed surplus is recorded as an increase to capital stock. Options granted to non-employees were accounted for using the fair value method where compensation expense is calculated using the Black-Scholes options pricing model. As a result of this change in accounting policy, Company has recognized $33,712 for stock-based compe nsation arising from prior years as the effect of a change in the accounting policy and charged this amount to opening deficit in the prior year.

2007 Annual Report Page 16

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.14

Financial Instruments

Effective November 1, 2006, the Company adopted a new standard, the CICA Handbook Section 3855, "Financial Instruments - recognition   and Measurement". Under the new standard, all financial instruments are classified as one of the following: held-to-maturity, loans, and receivables, held-for-trading or available-for-sale. Financial assets and liabilities held-for-trading are measured at fair value with gains and losses recognized in net income. Financial assets held-to-maturity, loans and receivable, and financial liabilities other than those held-for-trading, are measure at amortized cost. Available-for-sale instruments are measure at fair value with unrealized gains and losses recognized in other comprehensive income. This also permits designation of financial instrument as held-for-trade upon initial recognition.

Also adopted by the Company effective November 1, 2006,was CICA handbook Section 1530, "Comprehensive Income". As a result of adopting these standards, a new category, Accumulated Other Comprehensive Income, is added to shareholder's equity on the consolidated balance sheets. Major components fro this category include unrealized gains and losses on financial assets classified as available-for-sale, unrealized foreign currency translation amounts, net of hedging, arising from self-sustaining foreign operations, and changes in fair value of the effective portion of cash flow hedging amounts.

The adoption of the provisions of these new standards has no effect on the Company's consolidated financial statements.

1.15

Other MD&A Requirements

Capital Stock

The Company's authorized share capital and issued is as follows:

Authorized -  50,000,000 Common stock without par value

	Number
Issued	of Shares		Amount
Balance, October 31, 2005	13,572,154	$	7,287,373
Issue of common stock for settlement of debt	284,000		67,720
Issue of common stock for cash	1,250,000		250,000
Balance, October 31, 2006	15,106,154	$	3
Issue of common stock for settlement of debt	370,960		167,904
Issue of common stock for cash	1,329,040		37,096
Share subscriptions (825,000 common shares issued on November 28, 2007)	825,000		165,000
Balance, January 31, 2008 and October 31, 2007	17,631,154	$	7,975,093

2007 Annual Report Page 17

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.15

Other MD&A Requirements (continued)

Capital Stock (continued)

The Company's net income (loss) per share is as follows:

		2008 01/31/08		2007 10/31/07		2006 10/31/06
Basic Income (Loss) per Share	$	(0.00)	$	(0.02)	$	(0.01)
- Dilutive effect of stock options		0		0		0
- Dilutive effect of warrants		0		0		0
Diluted Earnings (Loss) per Share	$	(0.00)	$	(0.02)	$	(0.01)
Weighted average number of shares Outstanding		21,456,154		15,992,182		14,616,609
- Dilutive effect of stock options		0		0		0
- Dilutive effect of warrants		0		0		0
Adjusted weighted average
Number of shares Outstanding		21,456,154		15,992,182		14,616,609

Common share equivalents consisting of stock options and warrants are not considered in the computation for 2007, 2006, and 2005 year-ends because their effects would be considered anti-dilitive. Weighted average number of shares does not include the 60,000 shares to be redeemed in accordance with the court judgment note per the Company's financial statements.

During the fiscal year ended October 31, 2007, the Company raised an aggregate of $370,000 on a negotiated a non-brokered private placement of 2,525,000 units at a prices of $0.20 per unit, $0.15 per unit and $0.10 per unit. Each unit consists of one common share and one share warrant to purchase one additional common share. 1,000,000 share warrants are exercisable at 0.15 per warrant and 1,525,000 at exercisable at $.30 per share. The warrants are exercisable for a period of 24 months from the closing date. The Company issued the units on November 28, 2007, July 11, 2007 and February 28, 2007.

During the fiscal year ended October 31, 2007, the Company issued stock options on July 5, 2007 in the amount of 1,300,000 exercisable at $0.25 per share for period of 2 years.

Stock Options

The following table summarizes the Company's stock option activity for the years ended October 31, 2007 and 2006:

			Weighted
	Number	Exercise	Average
	Of	Price	Exercise
	Shares	Per Share	Price
Balance, outstanding and exercisable October 31, 2006	800,000		$ 0.25
Expired	(800,000)		$ 0.25
Granted	1,300,000	$ 0.25	$ 0.25
Balance, outstanding and exercisable October 31, 2007	1,300,000	$ 0.25	$ 0.25

On July 5, 2007 the Company granted stock options to a directors and a consultant of the Company in the amount of 1,300,000 at exercisable price of $0.25 with an expiry date of July 4, 2009.Subsequent to October 31, 2007, on February 18, 2008 the Company granted additional stock options to a director of the Company in the amount of 250,000 at exercisable price of $0.25 with an expiry date of February 17, 2013.

2007 Annual Report Page 18

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.15

Other MD&A Requirements (continued)

Internal Disclosure Controls and Procedures

The Company has evaluated the effectiveness of our disclosure controls and procedures and has concluded that they are sufficiently effective to provide assurance that material information relating to the Company and its consolidated subsidiaries is made known to management and disclosed in accordance with applicable securities regulations.

Forward Looking Statements

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

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

The users of this information, including but not limited to investors and prospective investors, should read it in conjunction with all other disclosure documents provided including but not limited to all documents filed on SEDAR www.sedar.com and www.sec.gov/edgar.shtml.

1.16

Subsequent Events

(a)

On February 18, 2008, the Company granted 250,000 stock options to directors at an exercise price of $0.25 per share and expire date of February 17, 2013.

(b)

On February 19, 2008, the Company extended the expiry date on the 1,250,000 warrants issued on March 1, 2006 to February 28, 2009.

(c)

On February 19, 2008, the Company extended the expiry date of the 1,000,000 warrants units issued on November 20, 2006 to November 19, 2009.

(d)

On February 26, 2008 the Company completed a non-brokered private placement of 561,733 units at a purchase price of $0.09 cents per unit for proceeds of $50,556. Each unit is composed of one common share and one share purchase warrant exercisable for 24 months from closing. One warrant entitles the holder to purchase one additional common share at a price of $0.15 per share for a period of two years from the date of issue. The Company issued the units on February 27, 2008.

2007 Annual Report Page 19

MANAGEMENT'S DISCUSSION AND ANALYSIS   FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2008

1.17

Other Information

Stock Exchange:	NASD Bulletin Board
Symbol:	WVNTF:BB
Management Team:
	Stewart Jackson:
	President-Chief Executive Officer
	Gary Van Norman:
	Vice President-Chief Financial Officer
	John Curry:
	Secretary-Vice President of Sales
Auditors:	Smythe Ratcliffe LLP, Chartered Accountants
	7th Floor, Marine Building
	355 Burrard Street
	Vancouver, British Columbia, Canada
	V6C 2G8
Transfer Agent:	Computershare Trust Company
	510 Burrard Street 3rd Floor
	Vancouver, British Columbia, Canada
	V6C 3B9
Corporate Office:	1600 - 609 Granville Street
	P.O. Box 10068 Pacific Centre
	Vancouver, British Columbia, Canada
	V7Y 1C3

2007 Annual Report Page 20