-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WXVuBqdbM265VcXlchQNwXbNjHaHO+XCFalgqdponDyQJPNXoiaQqvix/NNGA+R3 KyUqNjUOdMXjfzYplPCvMg== 0001062993-09-002869.txt : 20090814 0001062993-09-002869.hdr.sgml : 20090814 20090814133023 ACCESSION NUMBER: 0001062993-09-002869 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090814 DATE AS OF CHANGE: 20090814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORUM NATIONAL INVESTMENTS LTD CENTRAL INDEX KEY: 0001065579 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29862 FILM NUMBER: 091014164 BUSINESS ADDRESS: STREET 1: SUITE 180A STREET 2: 13040 #2 ROAD CITY: RICHMOND STATE: A1 ZIP: V7E 2G1 BUSINESS PHONE: 604-275-2170 MAIL ADDRESS: STREET 1: SUITE 180A STREET 2: 13040 #2 ROAD CITY: RICHMOND STATE: A1 ZIP: V7E 2G1 FORMER COMPANY: FORMER CONFORMED NAME: INTRAVELNET COM INC DATE OF NAME CHANGE: 19990709 FORMER COMPANY: FORMER CONFORMED NAME: SNOWBIRD VACATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19980708 6-K 1 form6k.htm REPORT OF FOREIGN PRIVATE ISSUER Filed by sedaredgar.com - Forum National Investments Ltd. - Form 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16
OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2009

Commission File Number: 000-29862

FORUM NATIONAL INVESTMENTS LTD.
(Exact name of Registrant as specified in charter)

Suite 200, 550 Denman Street, Vancouver, B.C. Canada V6G 3H1
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of 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): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted
solely to provide an attached annual report to security holders.

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): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign private issuer must furnish and make public
under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized
(the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s
securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event,
has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form 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 below the file number assigned to the registrant in connection with Rule
12g3-2(b):

82-_______________.

1


INFORMATION AND DOCUMENTS FURNISHED

Our Form 6-K filed May 13, 2008 has been amended to replace the financial statements and Management Discussion and Analysis previously provided with the attached amended quarterly financial statements for the six month ended March 31, 2008 and corresponding Management Discussion and Analysis.

SUBMITTED HEREWITH

Exhibits

  99.1 Condensed Consolidated Financial Statements for the Period Ended June 30, 2009
   
  99.2 Management Discussion and Analysis for the Period Ended June 30, 2009
     
  99.3 Form 52-109FV2 - Certification of CEO
     
  99.4 Form 52-109FV2 - Certification of CFO

 

 


 

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 hereunto duly authorized.

Date: August 11, 2009 FORUM NATIONAL INVESTMENTS LTD.
   
   
  /s/ Daniel Clozza
  Daniel Clozza, President and Chief Executive Officer
   
  /s/ Martin Tutschek
  Martin Tutschek, Chief Financial Officer

2


EX-99.1 2 exhibit99-1.htm CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2009 Filed by sedaredgar.com - Forum National Investments Ltd. - Exhibit 99.1

FORUM NATIONAL INVESTMENTS LTD.

Third Quarter report for the three and nine months ended June 30, 2009

Condensed Consolidated Financial Statements
(Expressed in Canadian dollars)
(Unaudited)

NOTICE TO READER OF THE INTERIM FINANCIAL STATEMENTS

These financial statements of Forum National Investments Ltd. (“the Company”) which include the accompanying interim balance sheet as at June 30, 2009 and the interim statements of operations and deficit and cash flows for the nine-month periods ended June 30, 2009 and 2008 are the responsibility of the Company’s management. These financial statements have not been reviewed on behalf of the shareholders by the independent auditors of the Company. The interim financial statements have been prepared by management and include the selection of appropriate accounting principles, judgments and estimates necessary to prepare these financial statements in accordance with Canadian generally accepted accounting principles.

1



FORUM NATIONAL INVESTMENTS LTD.
Condensed Consolidated Balance Sheets
(Expressed in Canadian dollars)

    (Unaudited)        
    June 30,     September 30,  
    2009     2008  
Assets            
             
Current            
         Cash and cash equivalents $  4,357,989   $  227,795  
         Short-term deposits   14,210     14,210  
         Accounts and notes receivable (note 8(c))   440,004     749,612  
         Life Settlements receivable       5,371,606  
         Other receivables   7,853     4,981  
         Prepaid expenses   76,201     5,738  
Total Current Assets   4,896,257     6,373,942  
             
Deferred Organization Costs   283,755     258,556  
Investments   1,407,049     2,670,686  
Life Settlements (note 6)   6,647,120     3,511,639  
Property and Equipment   13,673,559     12,047,502  
Deferred Costs, net   991,696     1,341,034  
             
Total Assets $  27,899,436   $  26,203,359  
             
Liabilities and Shareholders’ Equity            
             
Current            
         Accounts payable and accrued liabilities $  1,506,385   $  897,956  
         Accounts payable - other   1,210,050     1,203,277  
         Secured borrowing   137,321     137,321  
         Deferred revenue - current portion   978,658     1,088,003  
         Current portion of long-term debt (note 7)   154,031     363,756  
         Debentures   40,486     40,486  
         Loans from related parties   20,075     598,001  
Total Current Liabilities   4,047,006     4,328,800  
             
Deferred Revenue   1,697,506     2,404,163  
Long-Term Debt (note 7)   5,705,590     4,211,715  
Total Liabilities   11,450,103     10,944,678  
             
             
Shareholders’ Equity            
             
Capital Stock (note 9)   24,404,763     24,224,793  
Contributed Surplus (note 9(e))   2,944,536     2,944,536  
Deficit   (10,899,966 )   (11,910,648 )
Total Shareholders’ Equity   16,449,333     15,258,681  
             
Total Liabilities and Shareholders’ Equity $  27,899,436   $  26,203,359  

Nature of Operations and Ability to continue as a Going Concern (note 1)
Commitments and contingencies (note 8)

Approved on behalf of the Board:

“Dan Clozza”      Director “Martin Tutschek”      Director
Dan Clozza   Martin Tutschek  

See accompanying notes to condensed consolidated financial statements.

2



FORUM NATIONAL INVESTMENTS LTD.
Condensed Consolidated Statements of Operations and Deficit (Unaudited)
(Expressed in Canadian dollars)

    Three Months Ended June 30,     Nine Months Ended June 30,  
    2009     2008     2009     2008  
                         
Revenues                        
         Revenues (note 6) $  1,112,931   $  5,706,984   $  4,238,203   $  8,490,438  
                         
Net Revenues   1,112,931     5,706,984     4,238,203       8,490,438  
                         
Expenses                        
         General and administration   532,666     1,581,859     1,665,836     4,629,211  
         Amortization of property                        
                and equipment   166,204     20,283     295,044     57,668  
         Amortization of purchased                        
                Memberships   170,338         511,013      
                         
Total Operating Expenses   869,208     1,602,142     2,471,893     4,686,879  
                         
Other Expenses                        
         Write-off Needles Project           752,624      
                         
Total Other Expenses           752,624      
                         
Income Before Income Taxes   243,723     4,104,842     1,013,686     3,803,559  
Income Taxes Expense           (3,004 )    
                         
Net Income for the Period   243,723     4,104,842     1,010,682     3,803,559  
Deficit, Beginning of Period   (11,143,689 )   (14,514,369 )   (11,910,648 )   (14,213,086 )
                         
Deficit, End of Period $  (10,899,966 ) $  (10,409,527 ) $  (10,899,966 ) $  (10,409,527 )
                         
Basic earnings per share $  0.02   $  0.17   $  0.04   $  0.16  
Diluted earnings per share $  0.01   $  0.05   $  0.01   $  0.04  
                         
Weighted average number of common shares outstanding (note 9 (b))              

See accompanying notes to condensed consolidated financial statements.

3



FORUM NATIONAL INVESTMENTS LTD.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Expressed in Canadian dollars)

    Nine Months Ended  
    June 30,  
    2009     2008  
             
Operating Activities            
         Net income $  1,010,682   $  3,803,559  
         Items not involving cash:            
                   Policy revenue   (1,135,935 )   (6,509,305 )
                   Deferred revenue   (1,102,428 )   (688,075 )
                   Deferred commission costs   361,614     385,096  
                   Amortization   295,044     57,668  
                   Amortization of purchased memberships   511,013      
                   Write-off Needles Project   752,624      
                   Revenue recognized on advances against            
                        future revenue streams       (8,182 )
    692,614     (2,959,239 )
             
         Changes in non-cash operating working capital:            
                   Accounts, notes and other receivables   306,736     (693,533 )
                   Life Settlements receivable   5,371,606     (5,093,000 )
                   Prepaid expenses   (70,462 )   (314,394 )
                   Deferred costs   (12,276 )   21,876  
                   Accounts payable and accrued liabilities   608,429     604,049  
                   Other payables   6,773      
                   Deferred revenue   286,426     1,468,610  
    6,497,232     (4,006,392 )
             
Cash Generated From (Used in) Operating Activities   7,189,846     (6,965,631 )
             
Investing Activities            
         Short-term investment       (302 )
         Deferred Organization cost   (25,199 )   (386,221 )
         Investments       (4,319,624 )
         Investments – Life Settlements       3,587,376  
         Purchase of property and equipment   (1,921,101 )   (2,650,152 )
Cash Used in Investing Activities   (1,946,300 )   (3,768,923 )
             
Financing Activities            
         Net proceeds received on share issuance   179,970     2,000,000  
         Amounts due to (from) related parties   (577,926 )   265,731  
         Current portion of long-term debt   (209,725 )    
         Long-term debt   1,133,034     123,030  
Cash Provided by Financing Activities   525,353     2,388,761  
             
Effects of Foreign Exchange   (1,638,705 )   22,200  
             
Increase (Decrease) in Cash   5,768,899     (8,323,593 )
Cash and Cash Equivalents, Beginning of Period   227,795     8,624,205  
             
Cash and Cash Equivalents, End of Period $  4,357,989   $  300,612  
             
Supplementary Cash flow information            
         Taxes paid $  –   $  –  
         Interest paid $  108,247   $  5,817  

See accompanying notes to condensed consolidated financial statements.

4



FORUM NATIONAL INVESTMENTS LTD.
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
Nine months ended June 30, 2009 and 2008
(Expressed in Canadian dollars)
 

1.

Nature of Operations and Ability to Continue as a Going Concern

   

The Company was incorporated on September 22, 1995 under the Business Corporations Act (British Columbia) and commenced operations on that date. On October 2, 1997, the Company was continued under the laws of the Province of Ontario. Effective February 26, 1999, the Company changed its name from Snowbird Vacations International Inc. to inTRAVELnet.com inc. and on April 17, 2002, the Company’s name was changed to Forum National Investments Ltd.

   

The Company earns revenue from investments in life settlement contracts, the sale of travel and fitness club membership and monthly dues from the members of its travel and fitness clubs. As at June 30, 2009, the Company has accumulated deficit of $10,899,966 and working capital of $849,251. The Company anticipates incurring substantial expenditures to further develop its life settlement line of business. The Company’s cash flow from operating activities may not be sufficient to satisfy its obligations as they come due and meet the requirements of its capital investment programs and covenants on its long term debt. The continued existence of the Company is dependent upon its ability to generate profit from its life settlement and vacation club business lines to meet its obligations as they become due. The Company intends to finance the future capital required to acquire life settlement contracts and continued operations from a combination of traditional debt, equity markets and cash flow from operations. However, there is no assurance that (a) traditional debt and equity markets may be accessible as required, or if so, on acceptable terms and, or (b) the demand for and selling prices of the Company’s products, may not be sufficient to meet cash flow. The outcome of these matters cannot be predicted with certainty and therefore the Company may not be able to continue operations as planned. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern

   
2.

Financial Statement Presentation

   

These unaudited interim consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in Canada for interim financial information and follow the same accounting policies and methods of their application as the Company’s most recent annual financial statements. These interim consolidated financial statements do not include all of the disclosure included in the audited annual consolidated financial statements, and accordingly, these unaudited interim consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended September 30, 2008. In the opinion of management, all adjustments considered necessary for fair presentation have been included in these unaudited interim consolidated financial statements. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year.

   

These unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Canada. These principles differ in certain respects from those accounting principles and practices that the Company would have followed had its unaudited consolidated financial statements been prepared in accordance with accounting principles and practices generally accepted in the United States.

5



FORUM NATIONAL INVESTMENTS LTD.
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
Nine months ended June 30, 2009 and 2008
(Expressed in Canadian dollars)
 

3.

Significant Accounting Policies

     
(a)

Basis of presentation

     

These interim consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) and include the accounts of the Company and the following wholly owned subsidiaries:


    Incorporating     Date of Acquisition  
Subsidiaries   Jurisdiction     or Incorporation  
             
inTRAVELnet.com inc.   Alberta, Canada     November 9, 1999  
Intravelnet Ltd.   Ontario, Canada     July 25, 2003  
ATM Travel Group Ltd. (“ATM”)   British Columbia, Canada     April 3, 2000  
International Fitness Vacations (BC) Ltd.   British Columbia, Canada     December 31, 2006  
American Life Settlement Society LLC   State of Delaware, USA     November 15, 2007  

 

All significant intercompany balances and transactions have been eliminated.

       
  (b)

Revenue recognition

       
  (i)

The Company generates revenues from investments in Life Settlements, yacht charter operations, and the sale of memberships and dues. In accordance with CICA HB 3400, Revenue, the portion of revenue received from members, which entitles members to use the Company’s vacation and travel club privileges at a future date, is deferred and recognized in income evenly over the term of the member’s entitlements. For lifetime memberships, revenue is recognized over a period of five years, which is management’s best estimate of the period over which performance will be required.

       
  (ii)

During the year ended September 30, 2008, the Company entered into the life settlement industry. The Company recorded investments in the life settlement contracts at fair value on each balance sheet date. Any changes to fair value will be recognized in the statements of operations in the period in which the changes occur. During the period ended June 30, 2009, the Company recognized in revenue the difference between the death benefits and the carrying value of the policy when the Company determined that settlement and ultimate collection is reasonably assured.

       
  (c)

Business segments

       
 

The Company’s businesses are organized, managed and internally grouped into segments based on differences in products, technologies and services. The Company continues to manage its operations in two operating business segments: Life Settlement segment and Vacation Club segment.

6



FORUM NATIONAL INVESTMENTS LTD.
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
Nine months ended June 30, 2009 and 2008
(Expressed in Canadian dollars)
 

3.

Significant Accounting Policies (continued)

     
(d)

Stock-based compensation

     

The Company follows the recommendations of the Canadian Institute of Chartered Accountants (“CICA) 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 option granted is estimated on the date of grant using the Black- Scholes option pricing model and charged to earnings over the vesting period with a 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.

     
(e)

Property and equipment

     

Property and equipment are stated at cost. Amortization is provided on a straight-line basis in order to amortize the cost of depreciable assets over their estimated useful lives. For assets constructed internally, amortization is charged once the asset is complete and brought into use. For assets that are under construction, the Company evaluates recoverability based on the fair value of the asset on the reporting date. When impairment in value is noted, the carrying value of the property and equipment is reduced by a charge to operations.

     

The annual rates applied are as follows:


Asset Basis Rate
Motor vessel Straight-line 4%
Vehicles Straight-line 25%
Vehicles under capital lease Straight-line 33%
Equipment Straight-line 20%
Computers Straight-line 30%
Leasehold improvements Term of lease 5 years

  (f)

Deferred organization costs

     
 

The Company defers the costs relating to the structuring of a proposed trust to fund future growth of the life settlement business. The costs of setting up the trust will be amortized once the proposed trust is operational. The Company expects the trust to be operational during 2009.

     
  (g)

Purchased intangibles

     
 

The Company defers and amortizes the cost of purchased intangibles, which consists of a license to purchase condo accommodation at wholesale prices. Amortization is provided on a straight-line basis over a period of ten years.

     
 

Intangible assets acquired in a business combination are identified and recognized apart from goodwill when they arise from either contractual enterprise and sold, transferred, licensed, rented or exchanged, either individually or with a group of related assets or liabilities. Intangible assets with definite lives are amortized over their estimated useful lives. When the carrying amount of goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in the statement of operations. The Company has identified two reporting units.

7



FORUM NATIONAL INVESTMENTS LTD.
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
Nine months ended June 30, 2009 and 2008
(Expressed in Canadian dollars)
 

3.

Significant Accounting Policies (continued)

     
(h)

Foreign currency translation

     

Monetary assets and liabilities denominated in foreign currency have been translated into Canadian dollars at exchange rates in effect at the balance sheet date and non-monetary items are translated at rates of exchange in effect when the assets were acquired or obligations incurred. Revenues and expenses are translated at the rates in effect at the time of the transaction. Foreign exchange gains and losses are included in the determination of net income for the period.

     
(i)

Advances against future revenue streams

     

The Company has entered into arrangements whereby future streams of certain financed membership cash flows are sold to a third party (“Lender”) while the Company is committed to provide the future services under these membership contracts. The Company receives cash proceeds on the sale at a discount to the future proceeds that the Lender is expected to receive from the customers. The Lender has recourse against the Company should the amounts become uncollectible, and the Company establishes a reserve for such amounts. For accounting purposes, the discounted proceeds have been recorded as a liability at the time of the transaction, which is credited to the gross value through a charge to interest expense over the term of the membership contracts. The related revenue is recorded as a reduction of the liability to reflect the membership services rendered by the Company with the resulting reduction in the Company’s potential obligation, in accordance with its revenue recognition policy (note 3(b)).

     
(j)

Earnings per share

     

Basic earnings-per-share is calculated 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.

     
(k)

Income taxes

     

Income taxes are accounted for under the asset and liability method. Future income tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carry-forwards. Future income tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on future income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the substantial enactment date. To the extent that it is more likely than not those future income tax assets will not be realized, a valuation allowance is provided for the excess.

8



FORUM NATIONAL INVESTMENTS LTD.
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
Nine months ended June 30, 2009 and 2008
(Expressed in Canadian dollars)
 

3.

Significant Accounting Policies (continued)

     
(l)

Impairment of long lived assets

     

Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss is recognized when the carrying value of a long-lived asset intended for use exceeds the sum of the undiscounted cash flows is expected from its use and eventual disposition. The impairment loss is measured as the excess of the carrying value of the asset over its fair value.

     
(m)

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 valuation of accounts receivable, impairment of assets, including intangible assets, rates for amortization and revenue recognition, balances of accrued liabilities, valuation allowance for future income tax assets, and the determination of the variables used in the calculation of stock-based compensation. While management believes the estimates used are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

     
(n)

Cash and cash equivalents

     

Securities with original maturities of three months or less are considered cash equivalents, at cost. The securities are highly liquid and can be converted to known amounts of cash at any time, and are held at major financial institutions. Accrued interest on the guaranteed investment certificates, included as cash equivalents, is at the stated interest rate over the term of the instrument and included in accounts receivable.

     
(o)

Deferred costs

     

Sales commissions are deferred and amortized to operations on the same basis as the related membership sales are recognized as revenue.

     
(p)

Comprehensive income

     

Comprehensive income includes both net earnings and other comprehensive income. Other comprehensive income (“OCI”) includes holding gains and losses on available for sale investments, gains and losses on certain derivative financial instruments and foreign currency gains and losses relating to self-sustaining foreign operations, all of which are not included in the calculation of net earnings until realized. The Company does not have any comprehensive income items for the periods presented.

9



FORUM NATIONAL INVESTMENTS LTD.
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
Nine months ended June 30, 2009 and 2008
(Expressed in Canadian dollars)
 

3.

Significant Accounting Policies (continued)

     
(q)

Financial instruments

     

Financial instruments are initially recognized at fair value. The fair value of a financial instrument is the amount of consideration that would be agreed upon in an arm’s-length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values of financial instruments are based on independent prices quoted in active markets. In the absence of an active market, fair values are determined based on valuation models such as discounted cash flows, which require the use of assumptions concerning the amount and timing of estimated future cash flows and discount rates. Subsequent measurement depends on management’s classification of the financial assets as held-for-trading, available-for-sale, held-to-maturity or loans and receivables, and financial liabilities as held-for-trading or other liabilities. The classification of financial instruments depends on the nature and purpose of the financial instruments, management’s choice and in some circumstances, management’s intentions.

     
    Held-for-trading
     
    Financial instruments classified as held-for-trading are measured at fair value with the realized and unrealized changes in fair value recognized each reporting period through interest and financing costs, net on the consolidated statement of earnings.
     

Available-for-sale

     

Financial assets classified as available-for-sale are measured at fair value with the unrealized changes in fair value recorded each reporting period in OCI. Investments in equity instruments classified as available-for-sale that do not have the quoted price in an active market are recorded at cost. Each reporting period, available-for-sale assets are written down to fair value through interest and financing costs, net on the consolidated statement of earnings to reflect impairments that are considered to be other than temporary.

     

Held-to-maturity, loans and receivables and other liabilities

     

Financial instruments classified as held-to-maturity, loans and receivables and other liabilities are measured at amortized cost using the effective interest method.

     

The following table summarizes the Company’s selected financial instrument classifications based on its intentions:


  Financial instrument Classification
  Cash and cash equivalents Held-for-trading
  Short-term deposits Held-to-maturity
  Accounts and notes receivable Loans and receivables
  Life Settlements receivable Loans and receivables
  Other receivables Loans and receivables
  Investment Available for sale
  Life Settlements Held-for-trading
  Accounts payable and accrued liabilities Other liabilities
  Debentures Other liabilities
  Long-term debt Other liabilities
  Loans from related parties Other liabilities

10



FORUM NATIONAL INVESTMENTS LTD.
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
Nine months ended June 30, 2009 and 2008
(Expressed in Canadian dollars)
 

4.

Business segments

   

Transactions among reportable segments are recorded at cost. The Company is an integrated enterprise characterized by substantial intersegment cooperation and cost allocations, therefore, management does not represent that these segments, if operated independently, would report the operating income and financial information shown. The allocations resulting from the shared utilization of shared assets are not necessarily indicative of the underlying activity for segment assets, depreciation and amortization, and capital expenditures.


  (a) Net sales            
  Net sales   Nine months     Nine months  
      ended June     ended June  
      30, 2009     30, 2008  
               
  Life Settlements (note 6) $  1,135,935   $  5,582,108  
  Vacation Clubs   3,076,030     2,786,093  
  Corporate and unallocated   26,238     122,237  
               
  Total Company $  4,238,203   $  8,490,438  

  (b) Operating income            
  Operating Income   Nine months     Nine months  
      ended June     ended June  
      30, 2009     30, 2008  
               
  Life Settlements (note 6) $  1,135,935   $  5,582,108  
  Vacation Clubs   3,074,959     385,096  
  Corporate and unallocated   (3,200,212 )   (2,163,645 )
               
  Total Company $  1,010,682   $  3,803,559  

  (c) Assets            
  Assets   Nine months     Year ended  
      ended June     September  
      30, 2009     30, 2008  
               
  Life Settlements (note 6) $  6,930,875   $  9,141,801  
  Vacation Clubs   2,838,749     4,761,332  
  Corporate and unallocated   18,129,812     12,300,226  
               
  Total Company $  27,899,436   $  26,203,359  

  (d) Capital expenditures            
  Capital expenditures   Nine months     Year ended  
      ended June     September  
      30, 2009     30, 2008  
               
  Life Settlements (note 6) $  25,199   $ 1,548,070  
  Vacation Clubs       3,602,913  
  Corporate and unallocated   1,921,101     3,183,849  
               
  Total Company $  1,946,300   $ 8,334,832  

11



FORUM NATIONAL INVESTMENTS LTD.
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
Nine months ended June 30, 2009 and 2008
(Expressed in Canadian dollars)
 

4.

Business segments (continued)

   

(e) Deprecation and Amortization


  Depreciation and Amortization   Nine months     Nine months  
      ended June     ended June  
      30, 2009     30, 2008  
               
  Life Settlements $  –   $  –  
  Vacation Clubs        
  Corporate and unallocated   295,044     57,668  
               
  Total Company $  295,044   $  57,668  

Segment assets for the operating business segments (excluding Corporate and unallocated) primarily include accounts receivable, investments, pre-paid expenses and other miscellaneous assets. Assets included in Corporate and unallocated principally are cash and cash equivalents; other receivables and property and equipment. Corporate and unallocated assets can change from year to year due to changes in cash, cash equivalents and changes in other unallocated asset categories. For management reporting purposes, corporate capital assets are not allocated to the two operating business segments. Capital expenditure excludes acquisitions paid for by issuing stock.

5.

Financial Instruments

     
(a)

Credit risk

     

Credit risk is the risk that a party to one of the Company’s financial instruments will cause a financial loss to the Company by failing to discharge an obligation. The carrying values of the Company’s financial assets, which represent the maximum exposure to credit risk, are as follows:


      June 30,     September 30,  
      2009     2008  
               
               
  Cash and cash equivalents $  4,357,989   $  227,795  
  Short-term deposits   14,210     14,210  
  Accounts and notes receivable   440,004     749,612  
  Life Settlement receivable       5,371,606  
  Other receivables   7,853     4,981  
               
               
  Total $  4,820,056   $  6,368,204  

Cash and cash equivalents and short term deposits: Credit risk associated with these assets is minimized substantially by ensuring that these financial assets are placed in debt instruments of the Canadian Federal government and well-capitalized financial institutions.

Accounts and notes receivable and Other receivables: Credit risk associated with these assets is minimized due to their nature. All notes receivable are carried at net after allowing for bad debts 12



FORUM NATIONAL INVESTMENTS LTD.
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
Nine months ended June 30, 2009 and 2008
(Expressed in Canadian dollars)
 

and unearned interest. The provision for doubtful accounts receivable is estimated based on an assessment of individual accounts and the length of time balances have been outstanding.

 

 

5.

Financial Instruments (continued)

 

 

(b)

Liquidity risk

 

 

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by regularly monitoring forecasted and actual cash flows as well as maturity profiles of financial assets and financial liabilities. The Company expects the following maturities of its financial liabilities (including interest) and operating leases and contracts:


      Expected payments by period as at June 30, 2009  
                        More        
      Within 1 yr     2-3 yrs     4-5 yrs     than 5 yrs       Total  
                                 
  Accounts payable and                              
   accrued liabilities $ 1,506,385               $ 1,506,385  
  Accounts payable – other   1,210,050                 1,210,050  
  Life settlement premiums   1,313,713     2,627,426     2,627,426         6,568,565  
  Operating lease and contracts   87,207     36,225     7,187         130,619  
                                 
                                 
  Total $ 4,117,355   $ 2,663,651   $ 2,634,613       $ 9,415,619  

Operating leases and contracts include property leases for the Company’s travel operations. The Company believes that it will not encounter difficulty in meeting the obligations associated with its financial liabilities and further believes that, if necessary, it would be able to access the capital markets for additional financial resources at prevailing market rates.

   
(c)

Market risk

   

Market risk is the risk that fair value of future cash flows of financial instruments will fluctuate because of changes in interest rates and/or foreign currency exchange rates. With exception of its long-term loan, the carrying amounts of the Company’s financial instruments are not subject to interest rate risk.

   

The following table sets out a sensitivity analysis of the effect of the Company’s financial instruments that are subject to foreign currency risk by applying reasonably possible changes in foreign currency rates relative to the Company’s functional currency, the Canadian dollar.


            Foreign Currency Risk        
            -25%           +25%        
      Carrying amount     Net           Net        
      June 30, 2009     earnings     OCI     earnings     OCI  
  Financial Liabilities                              
   Long-term debt – current   154,031     38,507         (38,507 )    
   Long-term debt   5,705,590     1,426,398         (1,426,398 )    

13



FORUM NATIONAL INVESTMENTS LTD.
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
Nine months ended June 30, 2009 and 2008
(Expressed in Canadian dollars)
 

  Total (decrease) increase   1,464,905         (1,464,905 )    

5.

Financial Instruments (continued)

     
(c)

Market risk (continued)

     

The Company is exposed to currency risk in relation to their US dollar financing referred to in note 7. The Company has not entered into any foreign currency contracts to mitigate this risk.

     
(d)

Fair value

     

Carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, short-term investments, accounts and notes receivable, and accounts payable and accrued liabilities approximate fair values due to their short-term maturities. The fair value of the convertible debentures is not readily determinable as these instruments were issued to related parties and comparable market rates are not available.

     
6.

Life Settlements

     

The Company purchases Life Settlement contracts for long term investment purposes and accounts for these investments under CICA HB 3855. The Company designated the investments in Life Settlement contracts as held-for-trading and are recorded at fair value on each reporting dates. As of June 30, 2009 the Company has the following investment in Life Settlement contracts.


  Period   Carrying     Premiums     Face  
  Ending   value     payable     value  
                     
  June 30, 2009   6,647,120     1,313,713     27,483,207  
  September 30, 2008   3,511,639     1,313,713     27,483,207  

Fair value is estimated using good-faith estimates calculated by a valuation committee. The committee considered the following factors: cost at date of purchase; recent purchases and sales of similar investments; financial standing of the issuer; changes in economic conditions affecting the issuer; standard, actuarially developed mortality tables; and industry life expectancy reports.

For the fiscal period presented on the current statement of operations and deficit, nine months ended June 30, 2009, and nine months ended June 30, 2008 the investments experienced the following gains:

  Period   Realized     Unrealized  
  Ended   Gains     Gains  
               
  June 30, 2008   -     478,503  
  June 30, 2009   -     1,135,935  

14



FORUM NATIONAL INVESTMENTS LTD.
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
Nine months ended June 30, 2009 and 2008
(Expressed in Canadian dollars)
 

7. Long-Term Debt

      June 30,     September 30,  
      2009     2008  
               
  Long-Term loan in US funds (US$5,000,000) $  5,799,633   $  4,504,575  
  Lease financing against motor vehicle   59,988     70,896  
  Less: current portion   (154,031 )   (363,756 )
               
  Long-term portion $  5,705,590   $  4,211,715  

The long-term loan is secured by the motor vessel and by a personal guarantee from two of the directors of the Company, is amortized over 18 years and bears interest at 7% per annum for a 5 year term. Interest on the loan is capitalized to Property and Equipment with interest capitalized for the six months ended June 30, 2009 of $150,973 (year ended September 30, 2008 –$ 307,917)

The Company lease financed a motor vehicle during the year September 30, 2008. The loan is in the form of a capital lease repayable in equal installments over 36 months and is secured by a guarantee over the motor vehicle acquired during the year ended September 30, 2008. The minimum lease payment for the lease is $1,838 per month, interest rate at 8.5% per annum and the guaranteed residual value is $32,000.

8.

Commitments and Contingencies

     
(a)

The Company has commitments in respect of operating leases with total aggregate payments due of approximately $111,899 (September 30, 2008 – $170,780). Payments due in each of the next five years are as follows:


  2010 $  72,087  
  2011   25,858  
  2012   6,767  
  2013   5,403  
  2014   1,784  
         
  Total $  111,899  

  (b)

The Company has commitments in respect of office leases with total aggregate payments due of approximately $18,720 (September 30, 2008 – $44,240). Payments due in each of the next two years are as follows:


  2010 $  15,120  
  2011   3,600  
         
  Total $  18,720  

15



FORUM NATIONAL INVESTMENTS LTD.
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
Nine months ended June 30, 2009 and 2008
(Expressed in Canadian dollars)
 

8.

Commitments and Contingencies (continued)

     
(c)

During the nine months period ended June 30, 2009, the Company used its accounts and notes receivable as collateral for secured borrowing. As at June 30, 2009, the Company recorded a liability of $55,000 (September 30, 2008 - $137,321) related to this borrowing.


9.

Capital Stock

       
(a)

The authorized capital stock:

       
 

Unlimited - Common shares without par value

       
 

Unlimited - Series “A” - Preference non-dilutive convertible shares without par value (convertible to 50% of outstanding common shares at the time of conversion)

       
 

Unlimited - Series “B” - Preference convertible shares without par value (convertible to one common share for each preferred share held)

       
(b)

The issued capital stock of the Company is as follows:

       

13,933,983 Series “A” preferred shares for no consideration
13,933,983 Series “B” preferred shares for no consideration


      Number of        
      Common        
      Shares     Amount  
               
  Balance, December 31, 2006   4,644,661     14,802,797  
  Forward share split - 3-for-1   9,289,322      
  Private placement   11,000,000     5,773,918  
  Private placement   3,500,000     3,650,396  
  Share issue costs       (32,318 )
               
  Balance, September 30, 2007   28,433,983     24,194,793  
  Share issued – Stock options exercised   30,000     30,000  
               
  Balance, September 30, 2008   28,463,983     24,224,793  
  Share issued – Stock options exercised   150,000     179,970  
               
  Balance, June 30, 2009   28,613,983   $  24,404,763  

Weighted average outstanding common stock for the calculation of earning per share for each of the periods presented:

      Three months ended     Nine months ended  
      June 30,     June 30,     June 30,     June 30,  
      2009     2008     2009     2008  
                           
  Basic   28,550,901     24,580,558     28,550,901     24,580,558  
  Diluted common stock   90,495,932     90,435,932     90,495,932     90,435,932  

16



FORUM NATIONAL INVESTMENTS LTD.
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
Nine months ended June 30, 2009 and 2008
(Expressed in Canadian dollars)
 

9.

Capital Stock (continued)

     
(c)

Options

     

The Company did not reserve any further shares in terms of the stock option plan for the reporting period.

     
(d)

Stock-based compensation

     

Since no employee options were granted, modified or settled during the three or nine months ended June 30, 2009 or 2008, there was no stock-based compensation expense included in the net income for such periods. The table below summarizes the outstanding stock options as at June 30, 2009 and September 30, 2008:


      Number     Exercise  
      of Options     Price (US $)  
               
  Balance, September 30, 2008   2,805,000     $ 1.00  
  Exercised during the 9 months ended June 30, 2009   150,000     1.00  
               
  Balance, June 30, 2009   2,655,000     $ 1.00  

The table below summarizes the attributes of the outstanding stock options as at June 30, 2009:

Options Outstanding     Options Exercisable  
Exercise   Number     Remaining     Number     Exercise  
Price (US $)   of Options     Contractual Life     of Options     Price (US $)  
                         
$1.00   2,655,000     3.00 years     2,655,000   $ 1.00  

The fair value of stock options used to calculate stock-based compensation is estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

      June 30, 2009     September 30, 2008  
  Dividend rate        
  Expected volatility   209%     209%  
  Interest rate   4.88%     4.88%  
  Expected life   5 years     5 years  

  (e) Contributed surplus

  Balance, September 30, 2008 $  2,944,536  
  Stock-based compensation    
         
  Balance, June 30, 2009 $  2,944,536  

10.

Comparative Information

   

Certain comparative amounts from the prior year have been reclassified to conform to the current year's presentation.

17


EX-99.2 3 exhibit99-2.htm MANAGEMENT DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED JUNE 30, 2009 Filed by sedaredgar.com - Forum National Investments Ltd. - Exhibit 99.2

FORUM NATIONAL INVESTMENTS LTD.
Nine Month Report Fiscal 2009

MANAGEMENT DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
(ALL FIGURES BELOW AND IN THE ATTACHED SCHEDULES ARE STATED IN CANADIAN DOLLARS, unless otherwise stated)

The accompanying unaudited interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of the Company’s unaudited interim consolidated financial statements as at and for the Nine months ended June 30, 2009.

The following Management Discussion and Analysis dated August 15, 2009 should be read in conjunction with the Company’s consolidated financial statements for the year ended September 30, 2008 as well as the reference to forward-looking statements within this report. All results in this report are presented in Canadian dollars, unless otherwise indicated.

Overview

Based in Vancouver, B.C., Forum National Investments Ltd.:

  • Owns and operates travel clubs under the name of Snowbird Vacations and Family Vacations Centers. In addition to accessing a full service travel agency and other travel benefits, travel club members are entitled to rent vacation ownership rentals from a broad variety of participating resorts at wholesale rates. The Company did not actively market new membership in the three-months ended June 30, 2009. The Company is investigating and developing an online marketing version from which to grow membership.
  • Owns a passenger carrying yacht; the 120’ MV Spirit of 2010. The vessel was launched in February 2009 for charter cruises to the Pacific Northwest, Alaska and Baja Mexico in addition to day cruises from its home port in Vancouver, B.C. Marketing of the vessel and charters opportunities to the general public in addition to the existing travel club membership. Subsequent to June 30, 2009 the Company began generating limited charter revenue due to a catastrophic mechanical failure in July. The problem has since been rectified through the Caterpillar warranty program.
  • Operates within the Life Settlement market. A Life Settlement is the purchase of an existing life insurance policy by a third party. The third party then continues to make the premiums payments until the policy has matured and at that time receives the benefits. There were no changes to the portfolio in the quarter. The Company presently holds $26 million in face value and sees this new market as a high growth opportunity in which to participate through its subsidiary The American Life Settlement Society.

Working Capital

As at June 30, 2009, we have cash on hand of approximately $4,357,988 (compared to $ 227,795 at the end of September 30, 2008, which were the result of life settlement maturities in 2008). We anticipate that it is likely that we will continue to have a negative cash flow from operations for the balance of 2009 and into 2010. Any additional major marketing initiatives or business development will also increase our cash requirements. Accordingly management may be required to seek additional financing including from the sale of common shares which could potentially result in a dilution to the existing shareholders.

While we believe all of these corporate initiatives will result in growth in our overall businesses, it is premature to make any trend assessment with respect to sales.


Operating Results

Nine months ended June 30, 2009 (“Q3-2009”) compared with Nine months ended June 30, 2008

Excluding net Life Settlement revenues, revenues from operations were $3,102,268 for the Nine months ended June 30, 2009 compared with $2,908,330 for the Nine months ended June 30, 2008, an increase of 6.7% or $193,938. The overall increase in revenue was a result of the increases in membership dues $257,418. Revenue recognized from our membership sales and Travel club division were at $434,292 in Q3-2009 compared with $230,076 in Q3-2008.

Expenses were $2,471,893 for the Nine months ended June 30, 2009 compared with $4,686,879 for the Nine months ended June 30, 2008, a decrease of $2,214,986. The decrease in costs of $2,214,986 can be attributed to several factors, the elimination of active marketing operations and the resulting decrease in wages, commissions and marketing costs for these operations of $1,556,945. The most notable increase in operating costs was legal and Accounting costs from $218,470 for the nine months ended June 30, 2008 to $376,649 for the nine months ended June 30, 2009 a 172% increase due to increased complexities in the Company’s financial reporting related to Life Settlement operations, acquisitions and other issues, as well as issues related to restatement of prior periods.

The company continues to achieve efficiencies in management and administrative roles for all the divisions.

Summary of Quarterly Results             

Three months
ended
06/30/09

$
03/31/09

$
12/31/08

$
09/30/08

$
06/30/08

$
03/31/08

$
12/31/07

$
09/30/07

$
Total
Revenues
1,112,931 1,513,549
1,611,723
-907,326
7,541,138
1,633,100
1,150,354
854,686
Income from
Operations
-203,540
-43,129
36,427
-3,453,582
835,696
-223,713
-556,073
-2,375,966
Income from
Life
Settlements
362,094
388,212

385,629

45,187

5,176,420

239,252

239,251

-

Wages  384,375   322,043  401,381  419,240  797,355  919,882  924,026  2,949,154 
General and
Administrative
34,729 -189,882
599,626
-752,448
1,808,458
678,569
524,875
250,415
Amortization -
Property &
Memberships
336,542

280,855

188,660

709,760

20,238

19,110

18,275

31,083

Earnings (Loss)  243,723   347,944  419,051  -3,406,395  6,012,116  15,539  -316,822  -2,514,647 
Earnings (loss)
per share
0.02
0.01
0.01
0
0.31
0
0
0

Liquidity and Capital Resources


During the Nine month period ended June 30, 2009 the Company increased its cash position by $4,130,193 from $227,795 at September 30, 2008 to $4,357,989 at June 30, 2009.

We continue to endeavor to operate our travel club operations on a cash neutral position. With the recent economic climate in the province of Ontario, the Company’s offices located in that area have been individually evaluated for their contributions or use of cash on a monthly basis in their membership sales and marketing initiatives. As of this time we are inactive in marketing of the travel club memberships. We are continuing to evaluate all corporate expenditures and investigate growth opportunities within these divisions. To continue our investments in our operations and projects we will be required to continue to draw down our cash reserves accordingly. We have no significant sources of financing at this time. Management may be required to seek additional financing including from the sale of common shares which could potentially result in a dilution to the existing shareholders. Should current economic conditions persist, management anticipates challenges raising financing through debt or equity.

At September 30, 2008, our liabilities relating to operations consisted primarily of a credit facility for the yacht construction total indebtedness of, $4,504,575 accounts payable to suppliers and service providers of $897,956, and operating lease obligations of $215,020.

Contractual Commitments

The Company's total contractual obligations at June 30, 2009 were $5,875,000 and were comprised of various types of debt, contracts, and operating leases.

    Payments Due by period (12 months ending) June 30, 2009  
Contractual                                          
Obligations                                          
($ in thousands,   Total     2010     2011     2012     2013     2014     2014 and  
except per share                                          
data)                                       thereafter  
                                           
CAT Facility and   5,705     564     588     543     543     543     2,924  
Other loan                                          
Convertible notes                                          
payable   40     40     -     -     -     -     -  
Operating leases                                          
(office equipment                                          
     and premises)   130     87     29     7     5     2     -  
                                           
Total Contractual   5,875     691     617     550     548     545     2,924  
obligations                                          

Outstanding Share Information

Authorized capital

Unlimited - Common shares without par value

Unlimited - Series “A” - Preference non-dilutive convertible shares without par value (convertible to 50% of outstanding common shares at the time of conversion)

Unlimited - Series “B” - Preference convertible shares without par value (convertible to one common share for each preferred share held)

Issued and outstanding capital

At August 15, 2009, our issued share capital was comprised of the following:


  • 28,613,983 common shares;
  • 13,933,983 Series ”A” Preferred Non-Dilutive shares; and
  • 13,933,983 Series ”B” Preferred Shares.

Off Balance Sheet Arrangements

The company has no off balance sheet arrangements.

Critical Accounting Estimates

Impairment of Long-lived Assets

Canadian generally accepted accounting principles require that long-lived assets and intangibles to be held and used by the Company be reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If changes in circumstances indicate that the carrying amount of an asset that an entity expects to hold and use may not be recoverable, future cash flows expected to result from the use of the asset and its disposition must be estimated. If the undiscounted value of the future cash flows is less than the carrying amount of the asset, impairment is recognized. Management believes there has been no impairment of the Company’s long-lived assets as at June 30, 2009.

Stock-based Compensation

The Company has a stock-based compensation plan, whereby stock options are granted in accordance with the policies of regulatory authorities. The fair value of all share purchase options granted is expensed over their vesting period with a corresponding increase to contributed surplus. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in contributed surplus, is recorded as an increase to share capital.

The Company uses the Black-Scholes valuation model to determine the fair value of share purchase options at the date of grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimated and therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s share purchase options.

Legal Proceedings

The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. Management is of the opinion that such claims are not likely to have a material adverse effect on the Company’s future operations or financial position.

Stock Exchange

The shares of the Company trade in the United States on the OTC Bulletin Board under the trading symbol “FMNLF”.

Corporate Governance

Forum believes that quality corporate governance is essential to ensuring effective management of our Company. Forum’s corporate governance policy is substantially aligned with the guidelines set out in the report of The Toronto Stock Exchange Committee on Corporate Governance in Canada.


Convergence with International Financial Reporting Standards (“IFRS”)

In February 2008, the Canadian Accounting Standards Board (“AcSB”) confirmed the mandatory changeover date to IFRS for Canadian profit-oriented publicly accountable entities (“PAE’s”) such as the Company.

The AcSB requires that IFRS compliant financial statements be prepared for annual and interim financial statements commencing on or after January 1, 2011. For PAE’s with a September 30 year-end, the first unaudited interim financial statements under IFRS will be the quarter ending December 31, 2011, with comparative financial information for the quarter ended December 31, 2011. The first audited annual financial statements will be for the year ending September 30, 2012, with comparative financial information for the year ended September 30, 2011. This also means that all the opening balance sheet adjustments relating to the adoption of IFRS must be reflected in the October 1, 2011 opening balance sheet which will be issued as part of the comparative financial information in the December 31, 2011 unaudited interim financial statements.

The Company intends to adopt these requirements as set out by the AcSB and other regulatory bodies. At this time, the impact of adopting IFRS cannot be reasonably quantified. During fiscal 2009, the Company will continue to evaluate the impact of IFRS on the Company and develop and put in place a plan for the conversion to IFRS. If the Company decides not to early adopt the standards, the actual conversion work will occur in late 2009 and 2010, in anticipation of the preparation of the September 30, 2011 balance sheet that will be required for comparative purposes for all periods ending in 2012.

Disclosure Controls and Procedures and Internal Controls

Disclosure Control Risks

Disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. The Company’s management has concluded, based on their evaluation of the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2009, that disclosure controls and procedures provide reasonable assurance that material information is made known to them by others within the Company subject to the reportable weakness identified below regarding segregation of duties. However, a control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Internal Control Risks

Management is responsible for certifying the design of the Company’s internal control over financial reporting (“ICFR”) as required by Multilateral Instrument 52-109 – “Certification of Disclosure in Issuers Annual and Interim Filings”. Our ICFR is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principals (GAAP). ICFR includes those policies and procedures that establish the following:

- maintenance of records in reasonable detail, that accurately and fairly reflect the transactions and dispositions of our assets;

- reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP;


- receipts and expenditures only being made in accordance with authorizations of management and the Board of Directors; and

- reasonable assurance regarding prevention or timely detection of unauthorized collection, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, ICFR may not prevent or detect misstatements. Also, the effectiveness of ICFR is subject to the risk that controls may become inadequate because of changes in condition, or that the degree of compliance with the policies or procedures may deteriorate. Management carried out the design of the Company’s internal controls over financial reporting and concluded, subject to the inherent limitations noted above; the Company has sufficient controls to meet the requirements as stated above.

Uncertainties and Risk Factors

See note 5 of the Companies interim financial statements for the nine-months ended June 30, 2009 for disclosure of risks affecting the Company’s financial instruments.

Note Regarding Forward-Looking Statements

Statements herein that are not historical facts are forward-looking statements that are subject to risks and uncertainties. Words such as “expects”, “intends”, “may”, “could”, “should”, “anticipates”, “likely”, “believes” and words of similar import also identify forward-looking statements. Forward-looking statements are based on current facts and analyses and other information that are based on forecasts of future results, estimates of amounts not yet determined and assumptions of management, including, but not limited to, the Company’s ability to raise additional debt and/or equity financing to fund operations and working capital requirements, the Company’s analysis of its current and future sales and sales trends, its product distribution systems, and changes thereto, and the Company’s expectations regarding the effects of its restructuring efforts, and its production distribution, promotional and marketing activities and the potential benefits of such changes, efforts and activities on its results of operations in future periods. Actual results may differ materially from those currently anticipated due to a number of factors including, but not limited to, general economic conditions, changing travel and vacationing trends of consumers, the Company’s ability to generate sufficient cash flows to support general operating activities and capital expansion plans, competition, pricing and availability of services, laws and regulations and changes thereto that may affect the way the Company’s service are marketed and sold and other factors beyond the reasonable control of the Company. Additional information on factors that may affect the business and financial results of the Company can be found in filings of the Company with the U.S. Securities and Exchange Commission and with the British Columbia and Ontario Securities Commissions.


EX-99.3 4 exhibit99-3.htm FORM 52-109FV2 - CERTIFICATION OF CEO Filed by sedaredgar.com - Forum National Investments Ltd. - Exhibit 99.3

Form 52-109FV2
Certification of interim filings - venture issuer basic certificate

I, Daniel Clozza, Chief Executive Officer of Forum National Investments Ltd., certify the following:

1.

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Forum National Investments Ltd. (the “issuer”) for the interim period ended June 30, 2009.

   
2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

   
3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: August 12, 2009

/s/ Daniel Clozza
Daniel Clozza
Chief Executive Officer

 NOTE TO READER
     

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.



EX-99.4 5 exhibit99-4.htm FORM 52-109FV2 - CERTIFICATION OF CFO Filed by sedaredgar.com - Forum National Investments Ltd. - Exhibit 99.4

Form 52-109FV2
Certification of interim filings - venture issuer basic certificate

I, Martin Tutschek, Chief Financial Officer of Forum National Investments Ltd., certify the following:

1.

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Forum National Investments Ltd. (the “issuer”) for the interim period ended June 30, 2009.

   
2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

   
3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: August 12, 2009

/s/ Martin Tutschek
Martin Tutschek
Chief Financial Officer

 NOTE TO READER
    

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.



-----END PRIVACY-ENHANCED MESSAGE-----