UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULES 13a-16 AND 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED JULY 31, 1999
WORLD VENTURES INC.
Commission File No. 000-18343
102 Piper Crescent
Nanaimo, British Columbia
Canada V9T 3G3
Tel: (250) 756-0291
Former Name: Nu-Dawn Resources Inc.
<PAGE>
WORLD VENTURES INC.
102 Piper Crescent, Nanaimo BC V9T 3G3
Tel: (250) 756-0291 Fax: (250) 756-0298
- --------------------------------------------------------------------------------
SUPPLEMENTARY INFORMATION
1. FOR THE CURRENT FISCAL YEAR-TO-DATE: JULY 31, 1999
Refer to July 31, 1999 Interim Financial Statements
(a) Expenditures to non-arms length parties: None
Refer to Note 5 (b): Related Party Transactions
2. FOR THE QUARTER UNDER REVIEW
(a) Securities issued: 1,000,000 shares Private Placement
Refer to Note 7 - Capital Stock
(b) Options granted: None
Refer to Note 8(b) - Warrants & Options
3. AS AT THE END OF QUARTER
(a) Authorized share capital: 50,000,000 common shares without par value
(b) Issued share capital: 28,410,770 shares
(c) Summary of warrants and options outstanding:
Warrants ..................Refer to Note 8 - Warrants & Options (A)
Options ...................Refer to Note 8 - Warrants & Options (B)
(d) Shares in escrow: None
Refer to Note 8(c)
(e) Directors: Raynerd B. Carson
James Wadsworth
Geoffrey Vantreight
Gary Van Norman
Dr. Stewart Jackson
World Ventures Inc. - Quarterly Report - July 31, 1999
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WORLD VENTURES INC.
102 Piper Crescent, Nanaimo BC V9T 3G3
Tel: (250) 756-0291 Fax: (250) 756-0298
- --------------------------------------------------------------------------------
REPORT TO SHAREHOLDERS
FOR THE THIRD QUARTER ENDING JULY 31, 1999
September 27,1999
The Directors of World Ventures Inc. report on the Company's affairs for the
third quarter of 1999.
Over the past year, your directors have investigated several mining projects
that had potential to be future producing mines. Our efforts to pursue these
properties was denied because of the lack of funding available for mining
projects. The low commodity prices, combined by the pressures applied by
environmental groups, have completely turned-off investors to financing mine
exploration and development.
As a result of these events, the directors have focussed the Company on land
development, in particular, resort properties. Management has several land
development projects in the USA and Central America under review.
With this new focus, the Company's name has been changed to World Ventures Inc.
Your directors are committed to building a successful future for the Company,
and we look forward to reporting our progress in the near future.
ON BEHALF OF THE BOARD
WORLD VENTURES INC.
per:
/s/ Raynerd B. Carson
---------------------
Raynerd B. Carson, President
<PAGE>
WORLD VENTURES INC.
THIRD QUARTER REPORT
INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED JULY 31, 1999
CONTENTS PAGE
-------- ----
BALANCE SHEET 1
STATEMENT OF LOSS AND DEFICIT 2
STATEMENT OF CHANGES IN FINANCIAL POSITION 3
SCHEDULE OF CHANGES IN RESOURCE PROPERTIES 4
NOTES TO FINANCIAL STATEMENTS: 5
- Note 1. Fixed Assets and Deferred Costs 5
- Note 2. Resource Properties 5
- Note 3. Description of Resource Properties 5-6
- Note 4. Loan Payable to Premanco 7
- Note 5. Related Party Transactions 7
- Note 6. Long Term Debt 7
- Note 7. Capital Stock 7
- Note 8. Warrants & Options 8
- Note 9. Future Operations 8
- Note 10. Comparative Figures 8
PREPARED BY MANAGEMENT -- UNAUDITED
World Ventures Inc. - Quarterly Report - July 31, 1999
<PAGE>
WORLD VENTURES INC.
BALANCE SHEET
for nine month period ending July 31, 1999
9 month period 9 month period
ASSETS ended 7/31/99 ended 7/31/98
- ------ ------------- -------------
CASH 6,840 26,502
ACCOUNTS RECEIVABLE 4,447 4,030
DUE FROM RELATED 665 488
---------- ----------
11,952 31,020
FIXED ASSETS & DEFERRED COSTS (NOTE 1) 1,358,044 1,764,244
RESOURCE PROPERTIES (NOTE 2) 510,229 478,412
---------- ----------
TOTAL ASSETS 1,880,225 2,273,676
========== ==========
LIABILITIES
- -----------
ACCOUNTS PAYABLE 183,034 198,210
LOAN 0 143,389
LOAN DUE TO PREMANCO (NOTE 4) 445,026 --
DUE TO RELATED PARTIES (NOTE 5) 59,045 (12,773)
DEFERRED REVENUE 0 4,952
---------- ----------
LONG TERM DEBT (NOTE 6) 50,000 50,000
---------- ----------
TOTAL LIABILITIES 737,105 383,778
========== ==========
SHAREHOLDERS' EQUITY
CAPITAL STOCK (NOTE 6)
- ----------------------
AUTHORIZED: 50,000 Common Shares no par value
ISSUED: 28,410,770 shares (at 7/31/99) 6,314,873 6,164,874
Advance on Exercise of Warrants 0 0
DEFICIT (PAGE 2) (5,171,753) (4,274,976)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 1,143,120 1,889,898
---------- ----------
TOTAL LIABILITIES AND EQUITY 1,880,225 2,273,676
========== ==========
Page 1
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WORLD VENTURES INC.
STATEMENT OF LOSS AND DEFICIT
for nine month period ending July 31, 1999
9 month period 9 month period
ended 7/31/99 ended 7/31/98
------------- -------------
REVENUE
Revenue 13,157
Interest & Sundry Revenue 87 394
---------- ----------
87 13,551
---------- ----------
EXPENSES
Office Administration 14,681 11,801
Professional Fees 13,250 12,321
Management Fees 0, 0
Consulting Fees 14,600 30,200
Regulatory & Transfer Fees 6,711 10,385
Rent 9,000 9,000
Travel & Promotion 12,860 12,536
Wages & Payroll Expense 0 5,623
Office Equipment & Rental 2,490 778
Telephone, Fax & Courier 5,332 5,741
Printing & Distribution 338 1,847
Interest & Bank Charges 5,795 6,479
Computer & Internet 6,288 3,750
Asbestos Project 8,000 10,453
Costa Rica - Projects 18,938 35,636
Pan-Oro Project 1,033 520
Saskatchewan 0 0
Salmo Operations 6,535 32,332
---------- ----------
(125,851) (189,402)
Invested Resource Properties 27,971 46,609
---------- ----------
Net (Loss) for the period (97,793) (129,242)
Net (Deficit) - beginning of period (5,073,960) (4,145,734)
---------- ----------
Net (Deficit) - end of period (5,171,753) (4,274,976)
---------- ----------
Gain (Loss) per share for the period 0.00 0.00
---------- ----------
Page 2
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<TABLE>
<CAPTION>
WORLD VENTURES INC.
STATEMENT OF CHANGES OF FINANCIAL POSITION
for nine month period ending July 31, 1999
9 month period 9 month period
ended 7/31/99 ended 7/31/98
OPERATING ACTIVITIES ------------- -------------
<S> <C> <C>
Net (Loss) for the Period (97,793) (129,242)
Change in Non-Cash Working Capital 362,428 379,392
-------- --------
264,635 250,150
-------- --------
INVESTING ACTIVITIES
Expenditures Relative to Resource Properties (27,971) (46,609)
Payments on Fixed Assets & Deferred Costs 0 0
Sale of Fixed Assets 0 0
-------- --------
(27,971) (46,609)
-------- --------
FINANCING ACTIVITIES
Loan 0 143,389
Advances from Related Party 79,824 0
Flow-Through Private Placement 0 0
Private Placement 150,000 0
Capital Stock Issued 0 49,525
Advance on Exercise of Warrants 0 0
-------- --------
229,824 192,914
-------- --------
Increase (Decrease) in cash - during period (36,793) 10,627
Cash Position - beginning of period 43,633 15,875
-------- --------
Cash Position - end of period 6,840 26,502
-------- --------
Page 3
</TABLE>
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<TABLE>
<CAPTION>
WORLD VENTURES INC.
SCHEDULE OF CHANGES IN RESOURCE PROPERTIES
October 31, 1998 to July 31, 1999
Prince Albert Guanacaste Pan-Oro Asbestos Claims Totals
------------- ---------- ------- --------------- ------
<S> <C> <C> <C> <C> <C>
Balance, October 31, 1998 $ 57,788 $365,957 $ 38,037 $ 20,476 $482,258
-------- -------- -------- -------- --------
Consulting -- -- -- -- --
Geological Consulting -- -- -- -- --
Travel -- 2,406 1033 -- 3,439
Exploration -- 15,290 -- -- 15,290
Option Payments -- -- -- 8,000 8,000
Permits & Fees -- -- -- -- --
Field Crew -- -- -- -- --
Vehicle Expense -- 453 -- -- 453
Fuel -- -- -- -- --
Repairs -- -- -- -- --
Misc -- 789 -- -- 789
-------- -------- -------- -------- --------
Balance, July 31, 1999 $ 57,788 $384,895 $ 39,070 $ 28,476 $510,229
-------- -------- -------- -------- --------
Page 4
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. FIXED ASSETS AND DEFERRED COST
H B Mill - 15 year straight- line basis, commencing on the start of
production
Office Equipment - 20% declining balance basis
Motor Vehicles - 20% declining balance basis
FIXED ASSETS Cost Acc Dep *NBV 1998 *NBV 1997
- ------------ ---- ------- --------- ---------
H B Mill and freehold land $1,352,934 -- $1,352,934 $1,757,855
Office Equipment 9,803 7,036 2,767 3,458
Motor Vehicles 17,219 14,875 2,344 2,930
========== ========== ========== ==========
$1,379,956 21,911 $1,358,045 $1,764,243
Costs capitalized include property taxes and general maintenance costs, net of
equipment sales. During the year ended October 31, 1997 the Company recorded a
write down of $860,439 to adjust the carrying value of this asset to
management's best estimate of the net recoverable amount.
2. RESOURCE PROPERTIES
Acquisition costs of resource properties together with direct exploration and
development expenditures thereon are deferred in the accounts. When production
is attained these costs will be amortized. When deferred expenditures on
individual producing properties exceed the estimated net realizable value, the
properties are written down to the estimated value. Costs relating to properties
abandoned are written-off when the decision to abandon is made.
RESOURCE PROPERTIES July 31, 1999 1998 1997
- ------------------- ------------- ---- ----
GOODENOUGH & YMIR -- -- --
TRITON -- -- --
PRINCE ALBERT 57,788 57,788 55,788
GUANACASTE (MINA MARIO) 384,895 366,597 328,475
SUKUT -- -- --
PAN-ORO 39,070 38,036 37,517
ASBESTOS CLAIMS 28,476 20,476 --
======== ======== ========
TOTALS $510,229 $482,897 $431,803
3. DESCRIPTION OF RESOURCE PROPERTIES
(a) Goodenough and Ymir, British Columbia
The Company has a 100% interest in certain mineral claims located in the Nelson
Mining Division, British Columbia, subject to a 15% net profit interest, and has
freehold title to the land. During the year ended October 31, 1997, the Company
wrote down the balance of its interest in this resource property.
Page 5
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(b) Triton, Ontario
The Company has a 50% interest in certain mineral claims located in MacMurchy
Township of the Larder Lake Mining Division, Ontario. A third party has agreed
to maintain the good standing of the mineral claims. During the year ended
October 31, 1997, the Company wrote down the balance of its interest in this
property.
(c) Prince Albert, Saskatchewan
The Company has entered into an option agreement to acquire a 100% interest,
subject to a 5% net profit royalty, in certain mineral claims in the Prince
Albert Mining District, Saskatchewan. To maintain its interest in the agreement,
the Company is required to pay $2,000 annually for ten years to July 2003. The
remaining balance of $55,788 represents the Company's interest in the option in
the Prince Albert Mining District.
The Company had a 100% interest in certain mineral exploration permits issued by
Saskatchewan Energy and Mines in the Southern Mining district of Saskatchewan.
During 1997, the Company allowed the permits to lapse and wrote off the
investment in those permits.
(d) Mina Mario Project-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 on Concession 6622 situated in the
Central Gold Belt in the Juntas de Abangores District of Guanacaste Province in
Costa Rica, subject to a 10% royalty in favor of Minera Oceanica, S.A. on
operating profits derived from the property, or US$100,000 per year, whichever
is the greater. Finder's fees in the amount of $22,500 have been included in
resource properties.
(e) Pan-Oro, Panama
During 1995, the Company entered into a Letter of Agreement with Grande Portage
Resources Ltd. to enter into a joint-venture agreement to develop mineral
concessions in north-western Panama. The agreement has not yet been concluded
and regulatory approval remains outstanding. The Company has a 90% ownership
interest in Pan-Oro S.A., a Panamanian corporation. Resource properties include
$21,000 in costs charged by Pan-Oro S.A.
(f) Sukut Project-Limon, Costa Rica
The Company entered into an agreement dated April 24, 1996 for the mineral
exploration permit (ID# 6200) over an area of eighteen square kilometres within
the Bri Bri Indian Reservation situated in the Province of Limon, County of
Talamance, District of Bratsi. There has been a moratorium placed on any mining
activity by the Asamblea Legislativa de Costa Rica. During the year the permit
was withdrawn from the optionor by the Costa Rican authorities. Therefore, the
Company has written down its interest in this property.
(g) Asbestos Claims, Quebec
The Company entered into an option agreement dated October 8, 1997 with Vant
Resources Inc. for the Asbestos "A" claims in Maizerets, Quebec and the
Exploration Claims in Soissons, Quebec. In order to exercise the option, the
Company must pay the optionor an aggregate of $1,070,000 as follows:
1. $10,000 on execution of this Agreement (paid);
2. $10,000 on or before March 15, 1998;
3. $50,000 on or before September 15, 1998; and
4. $1,000,000 on or before September 15, 1999.
After the Company has recovered all its preproduction expenditures on the
property it shall pay to the optionor a royalty equal to 5% of the net profits
arising from commercial production. At any time after the commencement of
commercial production, the optionor can surrender its royalty to the Company in
consideration of shares of the Company with a market value of $500,000 at the
date of surrender.
Page 6
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4. LOAN PAYABLE TO PREMANCO INDUSTRIES LTD.
Premanco Industries Ltd. ("Premanco"), an unrelated party, brought an action
against the Company and others in the Supreme Court of British Columbia claiming
the Company and others logged or caused to be logged without the permission of
Premanco approx. 20,000 cubic meters or more of timber from certain properties.
The claim has been defended by the Company and they have stated that if any
logging was done, any liability for these actions must rest with the Company's
solicitor who acted on the Company's behalf in connection with an application to
the Nelson land title office to release Premanco's timber rights.
The lawsuit was settled during 1998. The Company is liable for unjust enrichment
of $450,000. Premanco has accepted as settlement a promissory note for $450,000
secured by a mortgage on the H.B. Mill property and a security agreement over
all equipment and chattels, with interest at prime plus 2%, due September 30,
1999. Premanco shall have no right to enforce any judgement obtained against the
Company under this promissory note against any assets or properties of the
Company other than those specified in the settlement agreement made between
Premanco and the Company.
5. RELATED PARTY TRANSACTIONS
At Beginning of Period (16,919)
Dydar Resources Ltd. - Incurred as Services (3,860)
Due to Curitiba S.A 79,824
=======
At End of Period July 31, 1999 59,045
(b) Administrative consulting fees paid to a director was nil for period October
31, 1998 to July 31, 1999
6. LONG-TERM DEBT
This amount is unsecured, non-interest bearing, and will be repaid at a rate of
10% of the net profits of the H B Mill at the time it goes into production.
7. CAPITAL STOCK
(A) The changes in capital stock during this period are recorded as follows:
<TABLE>
<CAPTION>
1999 1998
------------------------ ------------------------
ISSUED:
- ------- # of shares Amount # of shares Amount
----------- ------ ----------- ------
<S> <C> <C> <C> <C>
At Beginning of Period 27,410,770 $6,164,874 27,493,104 $6,115,349
Private Placement 1,000,000 150,000 0 0
For cash pursuant to exercise of option 0 0 330,166 49,525
========== ========== ========== ==========
Issued at end of period 28,410,770 $6,314,874 27,823,270 $6,164,874
</TABLE>
(B) Outstanding at this period end:
AUTHORIZED ISSUED
- --------------------------------------------- ----------------------------
CLASS PAR VALUE NUMBER NUMBER VALUE
- ----- --------- ------ ------ -----
Common NPV 50,000,000 28,410,770 $6,314,874
Page 7
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8. WARRANTS & OPTIONS
(A) As of July 31, 1999
(i) Pursuant to a private placement agreement dated April 15, 1998 and
transacted November 9, 1998, 1,000,000 non-transferable shares were issued
at a price of $0.15 per share with non-transferable share purchase warrants
to purchase 1,000,000 shares at $0.15 for a one year period and $0.18 per
share in the second year.
(iii)Pursuant to a private placement agreement dated April 29, 1997, 1,000,000
non-transferable shares were issued at a price of $0.15 per share with
non-transferable share purchase warrants to purchase 1,000,000 shares at
$0.15 per share for a one year period and $0.18 per share in the second
year. As at October 31, 1997, 696,499 of the share purchase warrants
remained unexercised. April 15, 1998, 330,166 share purchase warrants were
issued for cash pursuant to exercise of option. As at October 31, 1998,
366,333 of the share purchase warrants remained unexercised.
(B) Stock Options outstanding to directors and employees at July 31, 1999 :
Number of Shares Exercise Price Expiry Date
---------------- -------------- -----------
1,200,000 $0.15 August 20, 2002
100,000 $0.15 July 15, 2001
100,000 $0.15 October 8, 2002
INSIDER REPORT (as of July 31, 1999):
(i) 10,588,441 common shares held by Curitiba S.A.
(ii) 1,235,000 common shares held by a director of the Company
(iii) 112,500 common shares held by a director of the Company
(iii) 116,000 common shares held by a director of the Company
(C) Shares in Escrow : NIL
412,500 shares held in escrow were returned to treasury October 21, 1998 in
accordance with an Escrow Agreement which expired September 1998.
(D) List of directors as at July 31, 1999:
Raynerd B. Carson Geoffrey Vantreight
James Wadsworth Dr. Stewart A. Jackson
Gary Van Norman
9. FUTURE OPERATIONS
These financial statements have been prepared with integrity and on the going
concern bass of accounting. The company is currently operating at a loss and has
an accumulated deficit of $ 5,171,753. The company's movements toward
streamlining its methods of operation and management have shown to be a positive
effort and in foresight will prove beneficial in every related aspect.
10. COMPARATIVES FIGURES
Certain figures have been accentuated, reclassified, or integrated to conform to
the current quarter's presentation of this financial statement. The information
released in this report is accurate and congruent with proper accounting
records.
Page 8
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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
Date: September 27, 1999
