6-K 1 wrld_6k.txt FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 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: July 31, 2003 Commission File No. 000-18343 WORLD VENTURES INC. (Registrant's Name) 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 [ ] -i- WORLD VENTURES INC. THIRD QUARTER REPORT NINE MONTHS ENDED JULY 31, 2003 PREPARED BY MANAGEMENT - UNAUDITED INDEX PAGE ----- ---- BALANCE SHEET 1 STATEMENT OF LOSS AND DEFICIT 2 STATEMENT OF CHANGES IN FINANCIAL POSITION 3 NOTES TO FINANCIAL STATEMENTS: 4 - Note 1. Operations 4 4 - Note 2. Going Concern - Note 3. Basis of Presentation 4 - Note 4. Charge of Assets 4 4-5 - Note 5. Significant Accounting Policies - Note 6. Realization of Assets 5 - Note 7. Fixed Assets and Deferred Costs 6 - Note 8. Schedule of Changes in Resource Properties 6-8 Description of Properties - Note 9. Loan Payable to Premanco Industries 8 - Note 10. Long-Term Debt 8 - Note 11. Capital Stock 8-9 - Note 12. Related Party Transactions 10 - Note 13. Due to Shareholders 10 - Note 14. Comparative Figures 10 - Note 15. Exhibits 10 SIGNATURES 11 REPORTING CURRENCY, FINANCIAL INFORMATION Monetary amounts in this Form 6-K are stated in Canadian dollars (Cdn $) except where specifically stated otherwise. Financial information is presented in accordance with accounting principles generally accepted in Canada ("GAAP"). References to "we", "our" and "us" mean World Ventures Inc., its predecessors, or any one or more of them, as the context requires. -ii- WORLD VENTURES INC. BALANCE SHEET For nine month period ending July 31, 2003

6------------------------------------------------------------------------------------------------- 9 month period ended 47/3031/03 As of year ended 10/30/02 -------------------------------------------------------------------------------------------------~~---------~~ ASSETS Cash 3614,~~182~~783 800 Accounts Receivable (note 12) 12,~~792~~129 1,078 -------------------------------------------------------------------------------------------------~~---------~~ 3716,~~974~~912 1,878 Fixed (note 7) 3,378 3,378 Resource Properties (note 8) ~~430~~437,~~294~~450 419,857 -------------------------------------------------------------------------------------------------~~---------~~ TOTAL ASSETS ~~471~~457,~~646~~740 425,113 -------------------------------------------------------------------------------------------------~~---------~~ LIABILITIES Accounts Payable ~~304~~309,~~041~~192 353,599 Due to Shareholders (note 13) 51,947 0 Due from Investors 65,090 0 Loan Payable to Premanco (note 9) 635,931 635,931 -------------------------------------------------------------------------------------------------~~---------~~ 1,~~057~~062,~~009~~160 989,530 Long-term Debt (note 10) 50,000 50,000 -------------------------------------------------------------------------------------------------~~---------~~ TOTAL LIABILITIES 1,~~107~~112,~~009~~160 1,039,530 -------------------------------------------------------------------------------------------------~~---------~~ SHAREHOLDERS' EQUITY Authorized: 50,000,000 common shares Issued: 8,982,154 at 0407/3031/03 Capital Stock (note 11) 6,704,873 6,704,873 Deficit (7,~~340~~359,~~236~~293) (7,319,290) -------------------------------------------------------------------------------------------------~~---------~~ (~~635~~634,~~363~~420) (614,417) -------------------------------------------------------------------------------------------------~~---------~~ TOTAL LIABILITIES AND EQUITY ~~471~~457,~~646~~740 425,113 ~~==========================================================================================================~~-------------------------------------------------------------------------------------------------

Approved by directors: "Raynerd B. Carson" Director --------------------------- "Gary Van Norman" Director --------------------------- -1- WORLD VENTURES INC. STATEMENT OF LOSS AND DEFICIT For nine month period ending July 31, 2003

6---------------------------------------------------------------------------------------------------------- 9 month 6period 9 month period 3 months period 3 month period ended 47/3031/03 ended 7/31/02 ~~Feb.~~May 1-~~April~~July 3031, ~~period~~May ~~ended 2003 Feb.~~ 1-April 4/30~~/03~~ 302003 2002 ---------------------------------------------------------------------------------------------------------- REVENUE Revenue 0 0 0 0 Interest Revenue 0 5 0 0 --------------------------------------------------------------------------- 0 5 0 0 ---------------------------------------------------------------------------------------------------------- EXPENSES Office Administration 46,000 79,~~500~~000 42,000 61,~~000~~500 Consulting Fees 0 0 0 0 Accounting & Legal 2,000 1,000 ~~2,000~~0 ~~1,000~~0 Regulatory & Transfer ~~Agent Fess 3~~5,~~873~~687 34,~~429~~336 21,~~920~~814 ~~2,487~~907 Agent Fees Rent 69,000 69,000 3,000 3,000 Travel & Promotion 27,~~200~~612 34,~~684~~546 15,~~000~~412 ~~3,422~~862 Office & Sundry 80834 ~~176~~421 29754 35245 Telephone & Fax ~~808~~1,473 ~~945~~1,316 ~~569~~665 ~~495~~371 Printing , Postage & Courier 0701 1540 0701 1524 Computer & Internet ~~149~~1,494 ~~114~~711 01,345 98598 Interest & Bank Charges 1,~~246~~559 1,~~165~~537 ~~1,053~~313 ~~974~~372 Vehicle & Fuel 30338 4356 0308 013 Costa Rica Project 02,416 0 02,416 0 Lapon Property 1017,~~437~~593 -0 57,~~952~~156 -0 Salmo Operations ~~560~~889 12,~~827~~742 ~~381~~329 ~~877~~917 --------------------------------------------------------------------------- (3157,~~383~~596) (2534,~~899~~703) (2026,~~904~~213) (188,~~403~~809) Invested Properties 1017,~~437~~593 0 57,~~952~~156 0 ---------------------------------------------------------------------------------------------------------- Net (Loss) for the period (2040,~~946~~003) (2534,~~899~~703) (1419,~~952~~057) (188,~~403~~809) Deficit - Beginning of Period (7,319,290) (6,675,700) (7,~~325~~340,~~284~~236) (6,~~683~~701,~~196~~594) --------------------------------------------------------------------------- Deficit - End of Period (7,~~340~~359,~~236~~293) (6,~~701~~710,~~599~~403) (7,~~340~~359,~~236~~293) (6,~~701~~710,~~599~~403) ---------------------------------------------------------------------------------------------------------- Gain (Loss) per share for period 0.00 0.00 0.00 0.00 ~~===================================================================================================~~----------------------------------------------------------------------------------------------------------

-2- WORLD VENTURES INC. STATEMENT OF CHANGES OF FINANCIAL POSITION For nine month period ending July 31, 2003

6----------------------------------------------------------------------------------------------------------------- ~~months~~9 6month ~~months~~period 9 month period 3 months period 3 ~~months~~month period ended 7/31/03 ended ~~Feb~~7/31/02 May 1-~~Apr~~July 3031, ~~Feb~~May 1-~~Apr~~July 3031 ~~4/30/03 4/30/02~~ 2003 2002 ----------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net (Loss) for the period (2040,~~946~~003) (2534,~~893~~703) (1419,~~952~~057) (188,~~398~~809) Change in non-cash working capital ~~183~~188,~~802~~616 ~~171~~177,~~356~~591 ~~125~~4,~~905~~814 ~~169~~6,~~472~~234 ------------------------------------------------------------------------- ~~162~~148,~~856~~613 ~~145~~142,~~463~~888 ~~110~~(14,~~953~~243) ~~151~~(2,~~074~~575) ----------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Expenditures relative to properties (1017,~~437~~593) 0 (57,~~952~~156) 0 Payments on fixed assets & deferred costs 0 0 0 0 Sale of fixed assets 0 0 0 0 ------------------------------------------------------------------------- (1017,~~437~~593) 0 (57,~~952~~156) 0 ----------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES Advances from Shareholder 51,947 0 ~~4,450~~0 0 Investor 65,090 0 ~~65,090~~0 0 Private Placement 0 150,000 0 ~~150,000~~0 Capital Stock Issued 0 0 0 0 Exercise of Warrants 0 0 0 0 ------------------------------------------------------------------------- 117,037 150,000 ~~69,540~~0 ~~150,000~~0 ----------------------------------------------------------------------------------------------------------------- Increase (decrease) in cash - during period 3513,~~382~~983 (47,~~537~~112) 35(21,~~461~~399) 1(2,~~074~~575) Cash position - beginning of period 800 7,976 ~~721~~36,182 23,~~365~~439 ------------------------------------------------------------------------- Cash position - end of period 3614,~~182~~783 ~~3,439~~864 3614,~~182~~783 ~~3,439~~864 ~~======================================================================================================~~-----------------------------------------------------------------------------------------------------------------

-3- NOTES TO FINANCIAL STATEMENTS 1. OPERATIONS The Company was incorporated under the laws of British Columbia and its principal business activities include the development of resort and exploration of natural resource 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. For the period ending July 31, 2003, the Company incurred a loss of $40,003. During 2002, the Company incurred a net loss of $840,230 (2001 - $287,656: 2000 - $186,709) (accumulated losses from inception of the Company total $7,359,293 and at October 31, 2002 had a working capital deficiency (an excess of current liabilities over current assets) of $987,652. 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 co-operation 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 classification of assets and liabilities which might be necessary should the Company be unable to continue its operations as a going concern. The Company's ability to meet its obligations and maintain its operations is contingent upon successful completion of additional financing arrangements and the continuing support of creditors. 3. BASIS OF PRESENTATION These financial statements are prepared in accordance with Canadian generally accepted accounting principles (GAAP) and all figures are in Canadian dollars. 4. CHARGE OF ASSETS A charge has been placed over all assets of the Company as security for unpaid corporation capital tax amounting to approximately $69,000, including interest at October 31, 2002. 5. SIGNIFICANT ACCOUNTING POLICIES (a) Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from estimates and would impact future results of operations and cash flows. -4- (b) Fixed assets H.B. Mill and land are recorded at original cost less writedowns to a net amount of $0 (2001 - $480,563) based on management's best estimate of the net recoverable amount, which reflects the value of the first charge against the property (notes 7 and 9). Direct net expenditures incurred on the H.B. Mill are deferred in the accounts. No depreciation has been charged on the H.B. Mill as the asset is not in production. Other fixed assets are recorded at cost. Depreciation of machinery and automobiles is calculate at 20% per annum using the declining-balance method. (c) Investments in and expenditures on resource properties. Acquisition costs of resource properties together with direct exploration and development expenditures thereon, including interest, are deferred in the accounts. When production is attained these costs will be amortized. When deferred expenditures on individual producing properties exceed the estimated net realizable value, the properties are written down to the estimated net realizable value. Costs relating to properties abandoned are written-off when the decision to abandon is made. (d) Financial instruments The Company's financial instruments include cash, accounts receivable, due from related company, accounts payable, loan payable to Premanco Industries Ltd., obligation under capital lease, and long-term debt. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these instruments. The fair value of these financial statements approximate their carrying values. (e) Net loss per share Net loss per share computations are based on the weighted average number of common shares outstanding during the year. 6. REALIZATION OF ASSETS 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. -5- 7. FIXED ASSETS AND DEFERRED COST ------------------------------------------------------------------------------ 2002 2001 ------------------------------------------------------------------------------ Accumulated Cost Depreciation Net Net ------------------------------------------------------------------------------ H.B. Mill and land $0 0 $0 $480,563 Machinery 5,671 3,493 2,178 2,722 Automobiles 17,219 16,259 960 1,200 Equipment 334 94 240 301 ------------------------------------------------------------------------------ $23,224 $19,846 $3,378 $484,786 ------------------------------------------------------------------------------ Included in machinery is a leased asset with a net book value of $2,178 (2001 - $2,722). On December, 2001, the Company forfeited the H.B. Mill property to the Crown of British Columbia for non-payment of property taxes. Although the Company no longer owns the property, the Company may regain ownership by paying all delinquent taxes, penalties, interest, fees and costs incurred by the Province in administering the property. The Company has until November 30, 2002 to redeem the ownership of the property. As of the date of the audit report, the Company had not and have no intention to redeem ownership of the property. As a result, H.B. Mill and land was written down to mil due to complete forfeiture of the property to the Crown. 8. RESOURCE PROPERTIES SCHEDULE OF CHANGES IN RESOURCE PROPERTIES WORLD VENTURES INC. October 31, 2001 to July 31, 2003 ------------------------------------------------------------------------------ Guanacaste Pan-Oro Gladiator Lapon Totals ------------------------------------------------------------------------------ Balance, October 31, 2001 393,280 1 0 0 393,281 ------------------------------------------------------------------------------ Legal 0 0 0 1,047 1,047 Lease and Supplies 0 0 0 24,483 24,483 Geological 0 0 0 1,046 1,046 ------------------------------------------------------------------------------ Balance, October 31, 2002 393,280 1 0 26,576 419,857 ------------------------------------------------------------------------------ Legal 0 0 0 0 0 Lease 0 0 0 17,593 17,593 Geological 0 0 0 0 0 ------------------------------------------------------------------------------ Balance, July 31, 2003 393,280 1 0 44,169 437,450 ------------------------------------------------------------------------------ -6- 8. DESCRIPTION OF PROPERTIES (a) 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. Finders fees of $22,500 have been included in the cost of resource properties. (b) Lapon Canyon, Nevada 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. Commencing July 6, 2002, royalty payments are payable as follows: Payment Period Amount of Monthly $ US -------------- ---------------------- (i) July 6, 2002 through February 6, 2003 $ 1,000 (ii) March 6, 2003 through November 6, 2003 1,500 (iii) December 6, 2003 through August 6, 2004 2,000 (iv) September 6, 2004 through May 4, 2005 2,500 (v) June 6, 2005 through February 6, 2006 3,000 (vi) March 6, 2006 through November 6, 2007 3,500 (vii) December 6, 2007 through August 6, 2008 4,000 (viii)September 6, 2008 through the 6th day of each month thereafter 4,500 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. (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 still retains the right to resume exploration in this property. The Company has a 90% ownership interest in Pan-Oro S.A., a inactive Panamanian corporation. (d) Gladiator, Arizona The Company entered into an option agreement 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 one hundred and seventy acres within the Prescott National Forest in the State of Arizona. The option is exercisable until January 14, 2002, for consideration of four million common shares. As part of the agreement, the Company has agreed to pay any property tax balance outstanding at the time the option is exercised, not to exceed $4,000 US dollars. During 2001, the Company decided to abandon its interest and wrote-off its investment in this property. -7- 9. LOAN PAYABLE TO PREMANCO INDUSTRIES LTD. AND LOSS ON LAWSUIT Premanco Industries Ltd. ("Premanco"), an unrelated party, brought an action against the Company and others in the Supreme Court of British Columbia claiming that the Company and others logged or caused to be logged, without the permission of Premanco, approximately 20,000 cubic meters or more of timber from certain properties. The claim has been defended by the Company and they have stated that if any logging was done, any liability for these actions must rest with the Company's solicitor who acted on the Company's behalf in connection with an application to the Nelson land title office to release Premanco's timber rights. The lawsuit was settled during 1998. The Company is liable for unjust enrichment of $450,000. Premanco has accepted as settlement a promissory note for $450,000, secured by a mortgage on the H.B. Mill property (note 7) and a security agreement over all equipment and chattels, with interest at prime plus 2%, due October 31, 2000. The loan is now in default as the balance has not been paid pursuant to the terms of the settlement. Interest has been accrued on the loan up to October 31, 2001. 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. 10. LONG-TERM DEBT This amount is unsecured, non-interest bearing and will be repaid at a rate of 10% of the net profits of the H.B. Mill if and when it goes into production. 11. CAPITAL STOCK (a) Authorized: 50,000,000 Common Shares without par value ------------------------------------------------------------------------------ 2003 2002 ISSUED: # of shares Amount # of shares Amount ------------------------------------------------------------------------------ At beginning of period 8,982,154 $6,704,873 7,782,154 $6,414,873 Issued as settlement of debt 0 0 1,500,000 150,000 Shares to be redeemed 0 0 (300,000) (60,000) Private Placement 0 0 0 0 For cash pursuant to exercise 0 0 0 0 of option ------------------------------------------------------------------------------ Issued at end of period 8,982,154 $6,704,873 8,982,154 $6,704,873 ------------------------------------------------------------------------------ (1) During 2002, the Company issued 1,500,000 shares at a price of $0.10 per share to settle $150,000 of debt to a related party. (2) Pursuant to a court judgment dated November 8, 2002 the Company is required to redeem 300,000 shares at a price of $0.20 per share from a creditor. Interest is to be charge at 4% per annum. As of the date of this report the 300,000 shares have not been redeemed. -8- (b) Stock options outstanding to directors and employees July 31, 2003 were as follows: --------------------------------------------------------------------- Number of Shares Expiry Date Exercise Price 2003 2002 --------------------------------------------------------------------- May 8, 2005 $ 0.25 550,000 550,000 --------------------------------------------------------------------- (c) Share purchase warrants outstanding as at July 31, 2003 were as follows: --------------------------------------------------------------------- Number of Shares Expiry Date Exercise Price 2003 2002 --------------------------------------------------------------------- (i) April 5, 2002 $0.40 600,000 600,000 --------------------------------------------------------------------- (d) List of directors as of July 31, 2003: Raynerd B. Carson Gary Van Norman Dr. Stewart A. Jackson 12. RELATED PARTY TRANSACTIONS (a) Services provided by directors or parties related to directors: ------------------------------------------------------------- 2003 2002 ------------------------------------------------------------- Consulting and management $ 0 $ 0 Rent $ 9,000 $ 12,000 ------------------------------------------------------------- (b) Accounts receivable includes $665 due from a director (2001 - $3,165). (c) Accounts payable includes $6,000 (2002-$6,,000) due to an individual related to the President of the Company 13. DUE TO SHAREHOLDERS The amount due to shareholders arises from: ------------------------------------------------------------------- Advance to Company by shareholder $51,947 ------------------------------------------------------------------- The amount is non-interest bearing. 14. COMPARATIVE 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. 15. EXHIBITS 31.1 302 Certificate of Principal Executive Officer 31.2 302 Certificate of Principal Financial Officer 32.1 906 Certificate of Principal Executive Officer 32.2 906 Certificate of Principal Financial Officer -9- 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) By: /s/ Stewart A. Jackson -------------------------- Stewart A. Jackson Vice President (Chief Financial Officer) Date: September 30, 2003 -10-

---------------------------------------------------------------------------------------------- 2003 2002 ISSUED: # of shares Amount # of shares Amount ---------------------------------------------------------------------------------------------- At beginning of period 8,982,154 $6,704,873 7,782,154 $6,414,873 Issued as settlement of debt 0 0 1,500,000 150,000 Shares to be redeemed 0 0 (300,000) (60,000) Private Placement 0 0 0 0 For cash pursuant to exercise of option 0 0 0 0 ---------------------------------------------------------------------------------------------- Issued at end of period 8,982,154 $6,704,873 8,982,154 $6,704,873 ----------------------------------------------------------------------------------------------

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