Filed by sedaredgar.com - Forum National Investments Ltd.

20-F/A 1 form20fa.htm AMENDMENT NO. 6 TO TRANSITION REPORT FOR THE PERIOD FROM JANUARY 01, 2007 TO SEPTEMBER 30, 2007 Filed by sedaredgar.com - Forum National Investments Ltd. - Form 20-F/A

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

Amendment No. 6

FORM 20-F/A

(Mark One)

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report _______________________

For the transition period from January 01, 2007 to September 30, 2007

Commission file number 000-29862

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

Province of Ontario, Canada
(Jurisdiction of incorporation or organization)

Suite 180A, 13040 #2 Road, Richmond, B.C. Canada V7E 2G1
(Address of principal executive offices)

Securities registered or to be registered pursuant to section 12(b) of the Act:

Title of each Class	Name of each exchange on which
	registered
None	Not Applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Shares Without Par Value
(Title of Class)

Securities registered or to be registered pursuant to Section 15(D) of the Act:

None
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock
as of the close of the period covered by the annual report. 28,433,983

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes [ ] No [X]

If this report is an annual or transitional report, indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements f
or the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-a
ccelerated filer. See definition of “accelerated filer and large accelerated filer” on Rule 12b-2 of the Exchange
Act. (Check One):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]

Indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 [X] Item 18 [ ]

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [ ] No [X]

EXPLANATORY NOTE

Amendment No 6

Forum National Investments Ltd. (“we or the “Company”) is filing this Amendment No. 6 on Form 20-F/A (“Amendment No. 6”) to its annual report on Form 20-F for the transition year ended September 30, 2007 originally filed with the Securities and Exchange Commission on April 1, 2008 (the “original filing”) as amended on April 15, 2008 (Amendment No. 1) and April 2, 2009 (“Amendment No. 2”) and June 19, 2009 (Amendment No. 3) and November 13, 2009 (“Amendment No. 4”) and January 14, 2010 (“Amendment No. 5”) to reflect the following amendments:

1)	Adjusted the amounts on pages 17, 22, 31, 44 and page 81 to read $30,930 thousand USD.

2)	Adjusted the cost of the life insurance policies to $1,788,567 ($1,742,817 USD) on pages 17, 22, 31, 44 and page 81.

3)	New certifications of our principal executive and financial officer are included as exhibits to this amendment.

Amendment No 5

Forum National Investments Ltd. (“we or the “Company”) is filing this Amendment No. 5 on Form 20-F/A (“Amendment No. 5 ”) to its annual report on Form 20-F for the transition year ended September 30, 2007 originally filed with the Securities and Exchange Commission on April 1, 2008 (the “original filing”) as amended on April 15, 2008 (Amendment No. 1) and April 2, 2009 (“Amendment No. 2”) and June 19, 2009 (Amendment No. 3) and November 13, 2009 (“Amendment No. 4”) to reflect the following amendments:

1)	Adjusted the following amounts on page 2 – Selected Consolidated Financial Data:

	“Current liabilities” to include current portion of Deferred Revenue and “Deferred Revenue” to include only the long term portion of Deferred revenue as well as a footnote to the table

2)	Disclosure on page 24 amended to include effect of stock-based compensation on wages

3)	Adjusted Consolidated Statement of cash Flows, page 6 (Financial Statements):

	Amend disclosure to delete sub totals in “Cash (Used) Generated” section of statement of cash flows.

4)	Clarification of earnings (loss) per share calculation to include the exercise of the series “B” preferred shares.

5)	Adjusted the amounts on pages iii, 12, 17, 27, 41 and page 33 of the financial statements to read $30,930 thousand USD.

6)	New certifications of our principal executive and financial officer are included as exhibits to this amendment.

Amendment No 4

Forum National Investments Ltd. (“we or the “Company”) is filing this Amendment No. 4 on Form 20-F/A (“Amendment No. 4”) to its annual report on Form 20-F for the transition year ended September 30, 2007 originally filed with the Securities and Exchange Commission on April 1, 2008 (the “original filing”) as amended on April 15, 2008 (Amendment No. 1) and April 2, 2009 (“Amendment No. 2”) and June 19, 2009 (Amendment No. 3) to reflect the following amendments:

1)	Part I Item IV Information on the Company – History and Development of the Company has been amended to:
	a)	Correct a typo to read $30 thousand (not million) face value of life insurance policies on pages 121, 186, 285 and 43.
	b)	Remove through-out the Form 20-F and financial statements the phrase “non-dilutive” in connection with the Series “A” and Series “B” preferred shares of the Company.
2)	Part III Item VIII Financial Statements The Company’s consolidated audited financial statements and notes have been amended as follows:
	a)	to account for the preferred shares in calculating diluted earnings per share.
	b)	to account for the acquisition of the assets of Family Vacation Centers Ltd. as a business acquisition, classify the club memberships as intangible assets, and reconcile the purchase date to October 18, 2007
	c)	to expand the disclosure in Note 6 – Investment in Life Settlements.
	d)	to revise our disclosure regarding the Series “A” and Series “B” preferred shares.
3)	New certifications of our principal executive and financial officer are included as exhibits to this amendment.

Amendment No. 3

Forum National Investments Ltd. ("we or the "Company") is filing this Amendment No. 3 on Form 20-F/A ("Amendment No. 3") to its annual report on Form 20-F for the transition year ended September 30, 2007 originally filed with the Securities and Exchange Commission on April 1, 2008 (the "original filing") as amended on April 15, 2008 (Amendment No. 1) and April 2, 2009 ("Amendment No. 2") to reflect the following amendments:

1)	Part I Item V Operating Results has been amended to:
	a)	clarify number of memberships sold and mean average price;
	b)	explain the meaning of “over-accruals”;
	c)	explain how minimal business interruption resulted in a decrease to the mean average travel club price;
	d)	eliminate non-GAAP measure showing expenses exclusive of stock-based compensation;
	e)	include a more complete explanation of the decline in commission costs and revise our disclosure of the deferral period of commission expenses;
	f)	revise our discussion of deferral period of commission expenses for consistency with our financial statements notes 3(b) and 3(m); and
	g)	revise our presentation of direct selling expenses and discounts or all periods on a consistent basis.
2)	Part I Item VIII The Company’s consolidated audited financial statements have been amended as follows:
	a)	Revision of the Report of the Independent Auditor to include an explanatory paragraph regarding the restatement in accordance with the guidance in paragraph 12 of Section 420 in the Statement of Auditing Standards; and to state that period ended September 30, 2007 is a nine-month period.
	b)	Revise the consolidated statements of operations to reclassify the charge related to share- based payment arrangements in same line of the income statement as cash compensation paid to employees (wages).
	c)	Note 11 to consolidated audited financial statements concerning our debentures.
3)	New certifications of our principal executive and financial officer were included as exhibits to this amendment.

Amendment No. 2

	We filed Amendment No. 2 to reflect the following amendments to the original filing, as amended:
4)	The cover page has been amended to indicate this Form 20-F is a Transition Report a the Company changed its fiscal year end from December 31^stto September 30^thof each year.
5)	Part I Item III – Selected Financial Data has been amended to reflect the adjustments made to the financial statements and to add a weighted average number of share calculation.
6)	Part I Item IV – Information About the Company has been amended to include an introductory paragraph of the Company’s three lines of business and more information about these lines of business.
7)	Part I Item V Operating Results has been amended to expand the disclosure on revenue recognition, amend the Selected Financial Data to reflect the adjustments made to the financial statements and to explain in more detail changes to our operating results.
8)	Part I Item V Liquidity has been amended to expand disclosure regarding private placements.
9)	Part I Item V Tabular Disclosure has been amended to expand the notes for clarity.
10)	Part I Item X Other Information has been amended to expand the information provided on subsequent events.
11)	Part I Item XV Controls and Procedures has been amended to revise our conclusion regarding the effectiveness of our internal controls over financial reporting and our disclosure controls and procedures as of the end of the period covered by this report.

12)	Part I Item VIII The Company’s consolidated audited financial statements have been amended as follows:
	a)	Revision of the Report of the Independent Auditor to reference the restatement note in the Company’s consolidated audited financial statements.
	b)	Restate its balance sheets, statements of operations and deficit and statement of cash flows as a result of the incorrect accounting income recognition policies on sales of vacation club memberships.
	c)	Notes to consolidated audited financial statements.
13)	New certifications of our principal executive and financial officer were included as exhibits to this amendment.

We undertook the restatement of our financial statements as a result of receipt of a comment letter from the Securities and Exchange Commission dated August 22, 2008.

Amendment No. 1

The note directly following discuss the difference between the Company’s Annual Report and Form 20-F for the nine months ended September 30, 2007, which was originally filed on April 01, 2008 (the “Original Filing”) and Amendment 1 filed on April 15, 2008. Amendment No. 1 revises certain balances in Part I, Items V, VIII, Part II and the Consolidated Financial Statements and Notes.

Amendment No. 1 revised certain balances in Part I, Items V, VIII, Part II and the Consolidated Financial Statements and Notes. A few journal entries were reallocated at our auditors request which resulted in what we believe to be minor changes to our financial statements. In addition, final changes made to the financial statements were not recorded on the original filing. The changes were as follows:

1)	Part I Item III – Selected Financial Data was amended to reflect the adjustments made to the financial statements.
2)	Part I Item V Operating Results was amended to reflect the adjustments made to the financial statements.
3)	Part I Item V Liquidity was amended to reflect the adjustments made to the financial statements.
4)	Part I Item VIII The Company’s consolidated audited financial statements were amended as follows:
	a)	Restate its balance sheets, statements of operations and deficit and statement of cash flows as a result of the incorrect accounting income recognition policies on sales of vacation club memberships.
	b)	Notes to consolidated audited financial statements.
5)	New certifications of our principal executive and financial officer.

General

For the convenience of the reader, Amendment No. 3 sets forth the original Form 20-F as amended in its entirety. However, this Amendment No. 3 only amends the items specifically described above. No other information in the original Form 20-F has been amended. In addition, pursuant to the rules of the SEC, the original Form 20-F has been amended to contain currently dated certifications from our Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

This Amendment does not reflect events that have occurred after April 1, 2008, the date the Annual Report on Form 20-F was originally filed. Information with respect to those events is set forth, as appropriate, in our subsequent Current Reports on Form 6-K and Form 20-F filed for the year ended September 30, 2008.

FORUM NATIONAL INVESTMENTS LTD.

TABLE OF CONTENTS

GENERAL	7
NOTE REGARDING FORWARD-LOOKING STATEMENTS	7
PART I	8
ITEM I. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	8
ITEM II. OFFER STATISTICS AND EXPECTED TIMETABLE	8
ITEM III. KEY INFORMATION	8
A) SELECTED FINANCIAL DATA	8
B) CAPITALIZATION AND INDEBTEDNESS	10
C) REASONS FOR THE OFFER AND USE OF PROCEEDS	10
D) RISK FACTORS	10
ITEM IV. INFORMATION ON THE COMPANY	15
A) HISTORY AND DEVELOPMENT OF THE COMPANY	15
B) BUSINESS OVERVIEW	18
C) ORGANIZATIONAL STRUCTURE	24
ITEM V. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	25
A)OPERATING RESULTS	26
B) LIQUIDITY AND CAPITAL RESOURCES	28
C) RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC	30
D) TREND INFORMATION	30
E) OFF-BALANCE SHEET ARRANGEMENTS	32
F) TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS	32
G) SAFE HARBOR	32
ITEM VI. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	32
A) DIRECTORS AND SENIOR MANAGEMENT	32
B) COMPENSATION	33
C) BOARD PRACTICES	34
D) EMPLOYEES	35
E) SHARE OWNERSHIP OF MANAGEMENT	35
ITEM VII. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	37
A) MAJOR SHAREHOLDERS	37
B) RELATED PARTY TRANSACTIONS	37
ITEM VIII. FINANCIAL INFORMATION	39
A) CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION	39
B) SIGNIFICANT CHANGES	40
ITEM IX. THE OFFER AND LISTING	40
A) PRICE RANGE AND VOLUME OF SHARES OF COMMON STOCK	40
B) PLAN OF DISTRIBUTION	41
C) MARKETS	41
>D) SELLING SHAREHOLDERS	41
E)DILUTION	41
F) EXPENSES OF THE ISSUE	41
ITEM X. ADDITIONAL INFORMATION	41
A) SHARE CAPITAL	41

B) MEMORANDUM AND ARTICLES OF INCORPORATION	42
C) MATERIAL CONTRACTS	43
D) EXCHANGE CONTROLS	44
E) TAXATION	45
F) DIVIDENDS AND PAYING AGENTS	51
G) STATEMENTS BY EXPERTS	52
H) DOCUMENTS ON DISPLAY	52
I) SUBSIDIARY INFORMATION	52
ITEM XI. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	52
ITEM XII. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	52
PART II	52
ITEM XIII. DEFAULTS, DIVIDENDS, ARREARS AND DELINQUENCIES	52
ITEM XIV. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	52
ITEM XV. CONTROLS AND PROCEDURES	53
ITEM XVI.AUDIT COMMITTEE FINANCIAL EXPERT	54
PART III	56
ITEM XVII. FINANCIAL STATEMENTS	56
ITEM XVIII. FINANCIAL STATEMENTS	56
ITEM XIX. EXHIBITS	56
INDEX TO FINANCIAL STATEMENTS	59

GENERAL

In this Annual Report on Form 20-F, all references to “Forum”, or the “Company” refer to Forum National Investments, Ltd. and its subsidiaries and affiliated companies. References to this “Form 20-F” and this “Annual Report” mean references to this Annual Report on Form 20-F for the period ended September 30, 2007.

We use the Canadian dollar as our reporting currency. All references in this Annual Report to “dollars” or “$” are expressed in Canadian dollars, unless otherwise indicated. See also “Item 3. Key Information” for more detailed currency and conversion information. Our consolidated financial statements, which form part of the annual report are presented in Canadian dollars and are prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”) which differ in certain respects from accounting principles generally accepted in the United States (“U.S. GAAP”). The differences between Canadian GAAP and U.S. GAAP, as they relate to our business, are explained in the notes to our consolidated financial statements.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements (within the meaning of the United States Private Securities Litigation Reform Act of 1995) concerning our business strategies, market conditions, outlook and other matters. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management including, but not limited to, certain statements and projections concerning our plans, intentions, strategies, expectations, predictions, financial projections, assumptions and estimates related to accounting policies, concerning the our future activities and results of operations and other future events or conditions. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be “forward-looking statements.” Forward-looking statements contained in this report are based on current facts and analyses and include, but are not limited to, the following:

the effect of certain transactions, including marketing agreements on our revenues and results of operations in future periods;
our discussions with potential new marketing agents or membership based organizations and the status of these discussions;
our ability to secure additional financing and grow operating cash flow to allow it to continue as a going concern;
our ability to successfully enter the Life Settlement marketplace and source adequate amounts of Life Settlement policies.
application of critical accounting policies and the effect of accounting pronouncements on our results of operations;
our focus on key long-term objectives, including diversifying our type of membership offerings, maintaining and expanding current membership levels, and improving its levels and areas of service;
other statements related to our business and results of operations.

Forward looking statements are made based on management’s reasonable beliefs, estimates and opinions on the date the statements are made. However, these forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risk factors include, but are not limited to, general economic conditions, our ability to generate sufficient cash flows to support capital

expansion plans and general operating activities; changing travel and lifestyle trends of consumers; competition; pricing and availability of services; insurance laws and regulations and changes thereto that may affect the way our services are marketed, provided and sold; and political and economic uncertainties including exchange controls, currency fluctuations, taxation and other laws or governmental economic, fiscal, monetary or political policies of Canada and the United States affecting foreign travel, investment and taxation and other factors beyond our reasonable control, which, in turn, could affect our current or future operations. See “Key Information – Risk Factors”. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. The reader is cautioned not to place undue reliance on forward-looking statements. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this filing. Readers should carefully review the cautionary statements and risk factors contained in this and other documents that we file from time to time with the Securities and Exchange Commission.

PART I

ITEM I. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

This Form 20-F is been filed as an annual report under the Exchange Act and, as such; there is no requirement to provide information under this item.

ITEM II. OFFER STATISTICS AND EXPECTED TIMETABLE

This Form 20-F is been filed as an annual report under the Exchange Act and, as such; there is no requirement to provide information under this item.

ITEM III. KEY INFORMATION

A) SELECTED FINANCIAL DATA

Set forth below is certain selected financial data for the Company for the year-end fiscal periods 2003 to 2007. The following information must be read in conjunction with the more detailed financial information contained in the accompanying audited financial statement. Unless otherwise stated, all references to dollars herein are to Canadian dollars. As at September 30, 2007, one United States Dollar was equal to 0.9963 Canadian dollars and that value is used in the calculations herein, unless otherwise indicated.

TABLE OF SELECTED CONSOLIDATED FINANCIAL DATA

(Stated in Canadian Dollars)

		Year Ended December 31

		Sep 30, 2007*			2006			2005			2004			2003
Current Assets	$	9,264,232		$	1,465,160		$	1,707,562		$	831,123		$	52,855
Capital Assets		9,100,127			7,276,372			4,591,964			3,928,818			3,760,853
Total Assets		20,035,886			10,101,818			7,948,618			7,268,071			8,893,775
Current Liabilities,	(1)	1,731,934			1,880,537			2,428,732			4,481,039			6,591473
Deferred Revenue	(1)	1,389,678			1,389,587			1,463,390			1,503,644			4,682,629
Convertible Debentures		40,486			40,486			40,486			40,486			175,516
Long Term Debt		3,988,031			4,029,516			1,324,991			-			-
Share Capital		24,194,793			14,802,797			15,152,797			15,152,797			15,028,187
Contributed surplus		2,944,536			-			-			-			-
Deficit		(14,213,086	)		(12,000,619	)		(12,664,990	)		(14,316,794	)		(17,979,578	)
Net Revenue from	$	2,572,638		$	4,077,698		$	5,923,516		$	9,186,444		$	9,758,380

	Year Ended December 31

	Sep 30, 2007*		2006	2005	2004	2003
Operations
Net Income (Loss) from	(2,212,467	)	875,355	1,651,804	3,662,784	3,263,047
Operations

(1) Deferred Revenue – Current portion included in Current Liabilities

	Year Ended December 31
	Sep 30, 2007				2006	2005	2004	2003
Earnings (Loss) per	(2	)	(0.11	)	0.17	0.30	0.75	2.36
Share from Operations
Fully Diluted Earnings	(2	)	-		0.17	0.30	0.72	2.36
per Share
Weighted Average	(2	)	19,794,768		5,098,086	5,444,661	4,899,949	1,384,771
number of shares for
calculating basic and
diluted Earnings (Loss)
per share

Notes:

(*) The Company has changed its year end to September 30th effective for the year ended September 30, 2007. Fiscal period for September 30, 2007 includes 9 months for comparison and does not include the October 2007, purchase of Family Vacation Centers and associated increase in revenues.
(2) Effective April 16, 2007, the Company's common shares were forward split on a three new for one old basis.

On February 29, 2008, the exchange rate for Canadian dollars was $1.00 (US) for $0.9798 (CAD), as posted by the Bank of Canada.

The high and low buying rate figures are selected from monthly figures for each month of the previous six-month period ending February 29, 2008. Daily average figures are not available from any major Canadian chartered bank.

	February	January	December	November	October	September
High	1.0190	0.9686	1.0217	0.9992	0.9996	0.9466
Low	0.9719	1.0096	1.0220	1.0905	1.0905	1.0069

Historical exchange rates for $1.00 (US) expressed in Canadian dollars over the past five years are as follows:

	2007	2006	2005	2004	2003
Period End	1.0905	1.1653	1.1659	1.2036	1.2965
Average	1.0747	1.1340	1.2116	1.3015	1.4014
High	1.0905	1.0990	1.1507	1.1774	1.5672
Low	0.9215	1.1726	1.2704	1.3968	1.2943

The above information was obtained from the Bank of Canada and is believed by the Company to closely approximate the rates certified for customs purposes by the Federal Reserve Bank in New York.

B) CAPITALIZATION AND INDEBTEDNESS

This Form 20-F is been filed as an annual report under the Exchange Act and, as such; there is no requirement to provide information under this item.

C) REASONS FOR THE OFFER AND USE OF PROCEEDS

This Form 20-F is been filed as an annual report under the Exchange Act and, as such; there is no requirement to provide information under this item.

D) RISK FACTORS

Investment in the Company involves a high degree of risk. Prospective investors, prior to making an investment in the Company, should carefully consider, among others, the following risk factors:

The Company’s businesses are heavily regulated and changes in regulations, changes in interpretation of existing regulations or failure to obtain required regulatory approvals or licenses could adversely affect the Company’s ability to operate or compete effectively.

On October 1, 2003 the United States federal governments “no call registry” went into effect. The new law allows consumers who do not wish to be “solicited” and receive telemarketing calls to register on the federal government’s nationwide list. The “no call list” is receiving millions of registrants. A similar law is under review for Canada. At this time it is anticipated this law will take effect in the fall of 2007. This law in Canada will affect the company’s operations and result in a higher marketing cost, which could affect the profitability of the Company’s Snowbird Vacations Travel Club membership sales.

In the 1990’s with the growth of the Life Settlement industry the federal government and various states introduced legislation. The state legislative actions were designed to introduce consumer protection type regulations for policy holders and purchasers while the federal government with the Securities and Exchange Commission seeks to regulate the market for the protection of a purchaser. There currently exists government regulation in 27 states to ensure fair practices and protect consumers particularly from fraud, large incommensurate middleman commissions and transaction costs.

The United States Securities and Exchange Commission treat Life Settlements as securities under state and federal securities law when viewed as a structured product. No state federal or regulatory body or private litigant has successfully asserted that our settlements transactions are under state or federal law. As the purchaser or possible seller of policies we represent that we are a sophisticated individual and have diminutive needs for protection afforded by securities laws. We have utilized some exceptions and exemptions in conducting our life settlement transactions.

The insurance industry is highly regulated. The Company is not required to be licensed as an insurance company or insurance broker as the Company does not issue policies. Regulations that cover policy terms, premium payment, transferability, and receipt of policy benefits could adversely affect the secondary market for life settlements in which the company operates.

The Life Settlement secondary market provides consumers with an alternative to the cash surrender value offered by their underwriting insurance company and facilitates consumer choice and competition. Legitimate Life Settlement companies provide a socially responsible service to seniors whose future welfare is an important social policy issue at all levels of society and government. However, there can be no assurances that future changes in Consumer, Securities or Insurance regulations at Federal or State level will not have a materially adverse effect on the industry and the Company’s results.

The Company may require additional capital; if we are unable to obtain financing necessary to support our operations, we may be unable to continue as a going concern.

The Company has a credit facility from Caterpillar Financial Services to complete the refit to the 120” Yacht in the amount of $4.3 million USD of which $4.25 million has been drawn down as of February 29, 2008, with construction slated for completion in the spring of 2008. As of September 30, 2007 the Company had a working capital surplus of $7,532,298. The Company continues to operate within the continually evolving and volatile travel industry. The Company believes it will generate sufficient operating capital through operations. There can be no assurances the Company will be able to generate sufficient investment from borrowing, the sale of equity, or a combination thereof. If additional financing is required, there is no certainty it will be available when and to the extent required or that if available, it will be on acceptable terms. If adequate funds are not available on acceptable terms, the Company may not be able to fund existing operations in their current state, fund business expansion, develop or enhance its products or services, or respond to competitive pressures. This could have a material adverse effect on the Company's existing operations and planned growth.

These financial statements have been prepared on a going-concern-basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. See Note 2 “Going Concern” Notes to the Consolidated Financial Statements. Accordingly, these financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should the Company be unable to continue as a going concern.

Because of daily price and volume limitations associated with being an OTCBB quoted company, you may not be able to sell your shares of our common stock at a particular price on any particular trading day, or at all.

The Company's common stock is vulnerable to pricing and purchasing actions in the ``OTCBB`` market that are beyond its control and therefore persons holding or acquiring shares may be unable to resell their shares at a profit as a result of this volatility.

The Company does not expect to pay dividends in the future. Any return on investment may be limited to the value of the Company’s stock.

The Company does not anticipate paying cash dividends on its stock in the foreseeable future. The payment of dividends on the Company’s stock will depend on its earnings, financial condition and other business and economic factors affecting the Company at such time as the board of directors may consider relevant. If the Company does not pay dividends, its stock may be less valuable because a return on your investment will only occur if the Company’s stock price appreciates.

The market price for our common shares has been and is expected to continue to be volatile; and as a result the value of your investment in the Company may decrease.

The trading price of the Company's securities has been subject to wide fluctuations in response to variations in its operating results, its announcements of business developments, or new services by the Company or its competitors, and other events and factors. The securities markets themselves have from time to time experienced significant price and volume fluctuations that may be unrelated to the operating performance of any particular companies. Announcements of delays in the Company's business plans or online commerce operations, technological innovations or new services by the Company, or its competitor’s developments, could have a significant and adverse impact on such market prices. Also, economic and other external factors, as well as period-to-period fluctuations in its financial results, may have a significant impact on the market price of the Company's securities.

There can be no assurance that the continual fluctuations in price will not occur. In particular, subsequent to the financial period ended September 30, 2007, the price per share of the Company’s common shares fluctuated (US dollar figures) from a low of $5.00 to a high of $18.00 and a current level of $10.00.

We may issue additional shares in the Company thereby further diluting the total shares issued and outstanding. As well, a substantial number of our shares of common stock will be eligible for future sale, and the sale of these shares may cause our stock price to decline, even if our business is doing well.

Situations may arise which could require the issuance of additional shares of the Company. In addition to the three (3) for one (1) split in the Company’s common shares April 16, 2007, there has been an increase in the number of issued and outstanding common shares of the Company. In July, 2007 the Company completed private placements for a total of $9 million USD and correspondingly issued 14,500,000 restricted common shares of the company.

On June 27, 2007 the record date, as part of a restructuring the Company issued 13,933,983 Series ”A” Preferred shares to all the existing registered and beneficial common shareholders on a one (1) for one (1) PRO RATA basis. The Series “A’ Preferred shares are convertible, as a Series into common shares of the Company provided a majority of the Series “A” Preferred shareholders vote in favor of converting the entire Series. The Series will convert into a number of common shares that will represent 50% of the number of fully diluted common shares after conversion.

On June 27, 2007 the record date, as part of a restructuring the Company issued 13,933,983 Series ”B” Preferred Shares to all the existing registered and beneficial common shareholders on a one (1) for one (1) PRO RATA basis. The Series “B” Preferred shares are convertible into common shares of the Company on a one for one basis by shareholders of record as of June 27, 2007.

On July 5th 2007, the Company has executed a Stock Option plan reserving 2,850,000 shares in the common stock of the Corporation to provide its officers, directors, employees and consultants with an incentive to use their best efforts to advance the business affairs of the Corporation. The plan allows optionees to exercise the purchase of stock options at the price of $1.00 per common share which will be executable for a period of five years from the date of grant.

Furthermore future equity financings, property transactions, issuance of stock options among other things may require the subsequent issuance and further dilution of the Company’s securities.

Our significant shareholders and management personnel have potential conflicts of interest with us, which may result in their taking corporate actions which you may not believe to be in your best interests or in the best interests of the Company.

The Company’s officers and board of directors control more than 50% of the Company’s issued and outstanding stock. The concentration of such a large percentage of the Company’s stock in the hands of relatively few shareholders may cause a disproportionate effect on minority shareholders in all matters presented to the company’s shareholders. The Company’s officers and board of directors as majority shareholders have the power to take corporate actions which other shareholders may not believe are in their best interests or in the best interests of the Company. There can be no assurance that the Company’s officers and Board of Directors as will not cause the Company to take such corporate actions.

We rely on our founders, Messrs. Dan Clozza and Martin Tutschek, the loss of either could have a material adverse effect on our business.

Our success will depend to a significant extent on the efforts and abilities of our Chief Executive Officer, Mr. Dan Clozza and our Chief Financial Officer, Mr. Martin Tutschek. Messrs. Clozza and Tutschek are actively engaged in our management and together determine our strategic direction, especially with regard to business development activity. While we are in the process of establishing a management structure designed to reduce our dependence on Messrs. Clozza and Tutschek, the sudden departure or reduced attention of either Messrs. Clozza or Tutschek to us could have a material adverse effect on our operations, financial condition and operating results. The Company does not maintain “key man” insurance in respect of any of its management.

For our business to be successful we will need to attract and retain qualified personnel, licensees or operators, brokers or life settlement providers. Failure to attract and retain such parties could have a material adverse effect on our business.

The Company's future success depends, in significant part, upon the continuing service and performance of its senior management and other key personnel, with whom it does not have employment agreements at this time. If it loses the services of any of these individuals, its ability to effectively deliver services to its customers and manage its business effectively, could be impaired. Furthermore, companies seeking to develop similar business strategies may hire away some of our key employees.

The Company's historical core growth depends, in significant part, upon the continuing traditional method of sales and marketing of its Travel Club products. If the Company is unable to secure an Operator or hire qualified sales and marketing staff, its ability to effectively grow and expand its business could be impaired. In addition to the risk of securing an Operator or contracting a Licensee, the Company’s growth is dependent upon the success of the entities.

We have begun to develop our network of financial planning professional, insurance brokers, and Life Settlement provider companies. Our ability to initiate, build and grow these relationships is dependent on many factors including the purchase volume and amount of commissions received from transactions with the Company. The relationship with these individuals is fundamental to operating in this market. We have no contractual arrangements with financial planners, insurance brokers or Life Settlement providers.

The Company believes that its future success will depend in large part upon its ability to attract and retain qualified personnel, Licensees or operators, and brokers or Life Settlement providers for its operations. The failure to attract or retain such persons or entities could materially adversely affect the Company's business, financial condition and results of operations.

The markets in which the Company competes are highly competitive. If the Company cannot successfully compete, its growth rate may stagnate or revenues may decline.

The market in which the Company competes is intensely competitive in all its phases. It is expected that competition will intensify and increase in the future as more vacation and travel-related companies engage in e-commerce and or travel clubs. The Company anticipates that it will compete for customers and experienced personnel with a number of companies having significantly greater financial, technical and marketing resources than it has. Established branded companies may have some marketing advantage due to their market identities and this is likely to have serious ramifications for the remaining companies. Price competition may be instituted and sustained further reducing the profit margins, resulting in a reduction of the Company's market share, and revenues.

The Life Settlement market is a relatively new market within the financial services sector. Its growth and precise direction is unclear. As the Life Settlement market grows it could result in the Company’s unsuccessful attempt to enter into the Life Settlement market for various reasons this includes:

The ability of the Company to compete with other Life Settlement companies;
The ability of the Company to locate sufficient policy flow;
The ability of the Company to successfully negotiate and close Life Settlement transactions;
Introduction of financially burdensome governmental regulation;

We may be unable to develop and maintain a distinctive brand identity, which could damage our reputation, reduce market penetration and reduce sales.

The Company believes brand identity is important to attracting and expanding the membership base and Life Settlement portfolio. The Company believes the significance of brand and name recognition will intensify should the number of competing companies increase. The Company cannot assure shareholders that it will be able to continue developing a distinctive brand identity that will ensure significant market recognition. Without market recognition, the Company may be unable to sell memberships or source settlement policies, which failure would affect growth and operating results of the Company’s operations.

Estimates of longevity in the Life Settlement market are uncertain and any material underestimation will materially affect the cost and lower the anticipated returns.

In the Life Settlement market, the price of a successful bid for a settlement insurance policy is based upon several variables. The most relevant been the face value of the policy, the continuing premium costs, and the anticipated life expectancy of the insured. An insured’s life expectancy is estimated from a medical life expectancy report, medical history, genetic history and actuarial data. Bids for policies are priced with this information and seek to obtain competitive yields available for other financial products with similar risk.

It is impossible to predict with accuracy of an insured’s exact life expectancy. An underestimation will result in lower returns than projected been realized. An underestimation also increases the amount of money necessary to be allocated for premium payments. An overestimation will result in higher calculated projected returns.

Taking into account all available information, the Company cannot assure that it will not err by underestimating or overestimating the average life expectancy of an individual and the amounts required for future premiums. Any associated losses could have a material adverse effect on our business, financial condition, and operating results.

System failures or flaws in our computer and communications systems could decrease market acceptance of our sales and services, which would reduce our revenues and profitability.

The Company's ability to facilitate trade successfully and provide high quality customer service depends on the efficient and uninterrupted operation of its computer and communications systems. These systems and operations are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, break-ins, sabotage, intentional acts of vandalism and similar events. The Company does not have a formal disaster recovery plan or alternative providers of hosting services, and does not carry business interruption insurance to compensate it for losses that may occur. Despite any precautions taken, or planned to be taken, by the Company, the occurrence of a natural disaster or other unanticipated problems could result in interruptions in the services provided by the Company.

In addition, system failures to provide the data communications capacity required by the Company, as a result of human error, natural disasters, or other operational disruption, could result in interruptions to its service and sales. Any damage to, or failure of, the Company's systems could result in reductions in, or terminations of, services that could have a material adverse effect on its business, results of operations and financial condition. In the case of frequent or persistent system failures, the Company's reputation could be materially adversely affected. Although it has implemented certain network security measures, the Company is also vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions, delays, loss of data or the inability to complete customer transactions. The occurrence of any and all of these events could have a material adverse effect on its business, results of operations and financial condition.

It may not be possible for investors to effect service of process within the United States upon us or our Directors or corporate auditors or to enforce against us or these persons judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States.

We are a public company incorporated and domiciled under the laws of Canada. A majority of our directors and executive officers are residents of countries other than the United States. Furthermore, all or a substantial portion of their assets and our assets are located outside the United States. As a result, it may not be possible for you to:

effect service of process within the United States upon any of our directors and executive officers or on us; or
enforce in U.S. courts judgments obtained against any of our directors and executive officers or us in the U.S. courts in any action, including actions under the civil liability provisions of U.S. securities laws;
enforce in U.S. courts judgments obtained against any of our directors and senior management or us in courts of jurisdictions outside the United States in any action, including actions under the civil liability provisions of U.S. securities laws; or
to bring an original action in a Canadian court to enforce liabilities against any of our directors and executive officers or us based upon U.S. securities laws.

You may also have difficulties enforcing in courts outside the United States judgments obtained in the U.S. courts against any of our directors and executive officers or us, including actions under the civil liability provisions of the U.S. securities laws.

In summary, the realization of any of the risks described in these "Risk Factors" could have a significant and adverse impact on such market prices.

ITEM IV. INFORMATION ON THE COMPANY

This description contains certain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the results discussed in the forward-looking statements as a result of certain risks set forth herein and elsewhere in this Form 20-F.

A) HISTORY AND DEVELOPMENT OF THE COMPANY

The Company was incorporated in British Columbia, Canada on September 22, 1995, under the name of Snowbird Vacations International Inc., and was continued to the Province of Ontario on November 12, 1997. The name of the Company was changed to Intravelnet.com Inc. on February 26, 1999. Further to shareholder approval on April 17, 2002, the Company’s name was changed to Forum National Investments Ltd., with a consolidation of the share capital on a ten old for a one new basis, effective July 5, 2002. On April 16 of 2007 the share capital of the Company was forward split on a 3 new for 1 old basis.

The Company’s principal office is Suite 180A - 13040 # 2 Road, Richmond, British Columbia, Canada V7E 2G1, the telephone number is (604) 275 – 2170 and fax number is (604) 275-8745. The Company’s agent in Canada is Kornfeld Mackoff Silber, 1100 One Bentall Center, 505 Burrard Street, Box 11, Vancouver, B.C., V7X 1M5. The Company has the following web addresses: www.foruminvestments.com, www.snowbirdvacations.com, www.SpiritOfTwoThousandTen.com, www.spirityachtcharters.com, www.fitnessvacation.ca www.americanlifesettlementsociety.com, www.priceshieldsystems.com, www.thealss.com.

Forum National Investments Ltd. maintains a fiscal year ending September 30. The Company's financial statements are stated in Canadian Dollars and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for periods presented with U.S. GAAP except as noted in the notes to the Company's financial statements. See "Item XVII Financial Statements".

During 2003 the Company incorporated a wholly owned subsidiary in the Province of Ontario: Intravelnet Limited. As required by Ontario legislation specifically relating to travel, the new entity incorporated and domiciled in Ontario was created to handle the Ontario travel club business for the Ontario members. Subsequent to December 31, 2003 the sole director of Intravelnet Inc. resigned and a replacement has yet to be found. Given the circumstances management instructed the new Ontario Corporation Intravelnet Limited to handle servicing all travel Club members. The assets of Intravelnet Inc. were sold to Intravelnet Limited on June 30^th, 2004 and all existing employees were offered continuous employment in the new Company. In the first quarter of 2007 the Company entered into an agreement with an Ontario and BC

registered travel wholesaler to assist in servicing the Snowbird Vacations Travel Club membership. The operators’ industry knowledge and experience in the wholesale travel market combined with their centralized call center and on-line presence have been valuable in assisting the continued serving and growth of the Travel Club membership.

With the recent new affiliation and contracting out of our travel services, it is unknown at this time as to the future status of the company’s subsidiary’s Intravelnet Inc., Intravelnet LTD., and ATM Travel. It is highly unlikely that the Company as the parent company will recoup inter-company loans and advances made to Intravelnet Inc and or other subsidiaries over the last several years totaling approximating $4.4 million. Any tax loss as result of the above mentioned losses will be carried forward and applied to offset future year’s tax obligations.

In November of 2005 the principal of 42260584 Canada Inc. entered into a Commission Agreement with the Company to market the Company’s Snowbird Vacations Travel Club Membership in the Barrie Ontario area. The Agreement with 1617165 Ontario Inc was terminated in March of 2006 and at this time no new memberships are actively been marketed in the Barrie Ontario area.

In January of 2006 the Company acquired the members of an upstart Ontario Travel Club called Embassy Vacation Club. The members were offered to have their members serviced by the Company’s travel service provider Intravelnet Ltd and 110 of Embassy Vacation Club members agreed to our terms.

In the first quarter of 2006, the Company signed a Commission Agreement with 2094711 Ontario Limited to secure an office location to market Travel Club memberships in the greater Toronto, Ontario area. The new office location in Pickering, Ontario commenced operations In October 2006.

In January of 2007, the Company acquired all the outstanding shares of Price Shield Systems Inc., a Washington State Corporation. Price Shields Systems Inc., sole business is a contract which facilitates the ongoing supply of resort and Condominium inventory which is marketed to the travel club membership.

Subsequent to year end September 30, 2007, the Company purchased the membership and assets of Family Vacation Centers from an Ontario based Company for consideration of $4 million in cash and stock. The Company continues to market the Family Vacation Centers membership from its Burlington Ontario location.

The Company's core growth depends, in significant part, upon the continuing traditional method of sales and marketing of its Travel Club products. If the Company is unable to secure an Operator or is unable to contract a Licensee, its ability to effectively grow and expand its business could be impaired. In addition to the risk of securing an Operator or contracting a Licensee, the Company’s growth is dependent upon the success of the entities. (See Item 3 Risk factors, Ability to Attract and retain Successful Licensees or Operators).

The Company will complete the refit on its 120 feet motor vessel MV Spirit of Two Thousand and Ten in spring of 2008. In spring of 2005 Sheerline Yachts completed their component of the refit and Platinum Marine Services was retained to complete the almost $10.0 million refit project. The Company had established an initial credit facility with Caterpillar Financial Services for up to $3 million USD which has provided funding for the project. The Company subsequently had the credit facility increased to $4.3 million USD in spring of 2007. The Company continues to refit the 120 foot motor vessel with Platinum Marine Services. The Company spent $2,782,391 during 2006, $1,881,433 to September 30, 2007 and another $1,402,467 to February 29, 2008. A survey completed in May of 2007 by Chris Small Marine Surveyors Ltd a member of N.A.M.S., a registered Marine Surveyor indicated the Motor Vessel has an appraised market value of $12 million upon completion.

With the increasing age of baby boomers we are anticipating growth of leisure and lifestyle opportunities. Given our history of membership based organizations and servicing, the company is actively entering and test marketing travel services combined with health club services. The two combined are referred to as a “Resort Lifestyle” offering. The desire to travel coupled with the desire to physically enjoy an active lifestyle creates an opportunity to align two membership based businesses.

On December 31, 2006, the Company completed the purchase of International Fitness Vacations (BC) Ltd. (“Fitness Vacations”), by obtaining 100% of the outstanding shares held by an officer and director of the Company for consideration (see VII(b) Related Party Transactions). The wholly-owned subsidiary is involved in the marketing of gym and travel club memberships.

In 2005, Forum began to investigate the business opportunities in the secondary Life Insurance market also known as “Life Settlements”. The Company is entering into the business of purchasing life insurance policies from consumers actively interested in selling their policies. Forum will invests in the purchasing of Life Insurance policies issued in the Unites States sold by the policy holders with life expectancies of 6 to 12 years. The Company then becomes the irrevocable beneficiary of these policies.

Although relatively new, the Life Settlement market is the fastest growing segment of the financial services industry. The life insurance industry is a “double digit” trillion dollar industry and the Life Settlement market is projected to grow significantly within the next few years. The senior and the baby boomer markets are the fastest growing segments of the population, resulting in billions of dollars in policies rolling into the Life Settlement policy industry annually. Expected growth of the Life Settlement market will parallel the aging population boom. The significant, additional money that many policy holders receive from life settlement companies in the secondary market represents “found money”; turning unrealized assets into cash. In general, this windfall significantly improves the lifestyle of the policy holder when most seniors need it, i.e. -- allowing them to afford long-term health care or maintain their current standard of living for many more additional years. Legitimate Life Settlement companies have been described as providing a “socially responsible” service.

The Company began to research the Life Settlement industry in 2005 and has completed a substantial amount of due-diligence and invested capital to create large channels of Life Settlement “policy flow”. The Company is currently sourcing Life Settlement policies through “Business to Business” (B2B) Channels and expects to launch a “Business to Consumer” (B2C) Channel in the near future.

Subsequent to fiscal year end September 30, 2007 the Company entered the Life Settlement industry with the initial purchase of $30,930 thousand USD face value of Life Insurance policies. The Company uses an industry standard Milliman Report (consultants for the health care insurance industry) along with recent purchases and sales of similar life insurance policies, financial standing of the insurer, changes in general economic conditions, standard, actuarially developed mortality tables and industry life expectancy reports to determine an acceptable purchase price. The Company paid $1,788,567 ($1,742,817 USD) which was funded by the recent Private Placements completed by the Company in July of 2007.

In addition the Company acquired a 25% interest in a mixed use development property in Needles California for US$1,000,000. The 22 acre property with 850 feet of waterfront on the Colorado River has a marina with a 20,000 square foot storage facility for marine based activity. As the property is developed to various stages differing options to include condo / townhomes for either full ownership, fractional ownership of timeshare intervals will be explored. The Canadian travel club membership would be offered a product in a southern United States location that has an extended season of favorable weather conditions. This purchase has been classified on our balance sheet as an investment in non-current assets. The project is controlled and/or operated by a director of the Company (see VII(b) Related Party Transactions).

To expand beyond is present financial capabilities in the Life Settlement market and other business ventures, additional financing will be required. There is no certainty this financing will be available when and to the extent required, or that if available it will be on acceptable terms. If adequate funds are not available on acceptable terms, the Company may not be able to fund business expansion, develop or enhance its products or services, or respond to competitive pressures. This and other risks related to operating in the Life Settlement industry could have a material adverse effect on the Company's operations and planned growth. (See Item 3 Risk factors, The Company May Require Additional Capital).

B) BUSINESS OVERVIEW

The Company has three lines of business at this time:

The Company 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 owns a passenger carrying yacht the 120’ MV Spirit of 2010 which is continuing its refit. The vessel is for charter cruises to the Pacific Northwest, Alaska and Baja Mexico in addition to day cruises from its home port in Vancouver, B.C. Charters will be available to the general public in addition to the existing travel club membership.
The Company has entered 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. The Company sees this new market as a high growth opportunity in which to participate through its recently created American Life Settlement Society.

Real risks exist in relation to operating in the Travel and Life Settlement industries and they could have a material adverse effect on the Company's operations and planned entrance to the Life Settlement market. (See Item 3 Risk factors, The Markets in Which the Company Competes is Highly Competitive. If the Company Cannot Successfully Compete, its Growth Rate May Stagnate or Revenues May Decline).

Travel Club

The Company’s historical business is providing travel services for the members of its “Snowbird Vacations International” travel club. A travel club membership entitles the member to access wholesale travel at rates marginally above the cost to the travel agency as well as vacation condominium rentals at wholesale rates through the Company’s wholesale network affiliation with the Cooperative Association of Resort Exchangers (C.A.R.E.) and other strategic relationships in the travel industry. The Company continues to develop products and services for its members, and seeks to expand its membership by securing and contracting licensed marketing agents throughout Canada. The Company presently markets new memberships in the Province of Ontario:

		2007*	2006	2005
Membership	$	829,254	1,299,300	3,367,167
Sales
Membership	$	1,050,116	1,648,637	1,690,200
Dues
Total	$	1,879,370	2,947,937	5,057,367

* Fiscal period for September 30, 2007 includes 9 months for comparison and does not include the October 2007, purchase of Family Vacation Centers.

For the fiscal period 2007, a total of 275 (2006 - 202, 2005 - 311) travel club memberships were sold for a mean average non-refundable purchase price of $ 2,996 (2006 - $3,215, 2005 - $3,722).

Travel club memberships are due in full at the time of sale, and may either be paid in cash or financed by the Company (see Travel Club - this section). Travel club membership costs to the member range from $995 for a trial membership to $7,995 for a lifetime membership.

Continued membership is dependent on the member paying a monthly fee of $19.95 to $29.95. If the member has not paid his/her monthly dues, the member has no entitlements. Entitlements are restored once arrears of monthly fees are paid, at the sole discretion of the club.

The Snowbird Vacations travel club membership entitles the Snowbird Vacations travel club members to wholesale travel at rates marginally above the cost to the travel agency, and vacation condominium rentals

at wholesale rates through the Company’s wholesale network affiliation with the Cooperative Association of Resort Exchangers (“C.A.R.E.”), The Company has sold the following travel club memberships:

		2007*			2006			2005

Travel Club Memberships entered into for the period	$	739,788		$	784,845		$	990,645
Amount recognized as revenue during the year		(63,401	)		(92,706	)		(110,384	)

Future years revenue to be earned from current year
Membership agreements		676,387			692,139			880,261
Cash collected during the year related to future years revenue		(503,947	)		(483,773	)		(690,317	)
	$	172,440		$	208,366		$	189,944

* Fiscal year for September 30, 2007 includes 9 months for comparison and does not include the purchase of Family Vacation Centers in October of 2007 subsequent to the financial Statements.

Travel club purchasers have the option to pay the initial membership fee in a single installment or, alternatively, pay a minimum down payment of 10% and obtain financing from the Company with monthly payments for the remainder of the balance. The Company seeks interest at an average rate of 9.9% on outstanding membership receivables.

The Company acquired a 25% interest in a mixed use development property in Needles California for US$1,000,000 subsequent to the fiscal year end of 2007. The 22 acre property with 850 feet of waterfront on the Colorado River has a marina with a 20,000 square foot storage facility for marine based activity. As the property is developed to various stages differing options to include condo / townhomes for either full ownership, fractional ownership of timeshare intervals will be explored. The Canadian travel club membership would be offered a product in a southern United States location that has an extended season of favorable weather conditions. This purchase has been classified on our balance sheet as an investment in non-current assets. The project is controlled and/or operated by a director of the Company (see VII(b) Related Party Transactions).

Travel Industry Overview

The Company presently operates in the leisure travel marketplace and is anticipating entering the market for other Leisure Lifestyle opportunities. The advances of technology and in particular proliferation of the Internet combined with an aging population have had the most creative effect on all areas of the Leisure Lifestyle industry. The company believes these trends will continue in the future.

The travel industry has been challenged by a variety of negative drivers in the new millennium, including slowed economic growth and dramatically heightened concerns about security, war, terrorism, and disease. Between 2000 and 2003, domestic business travel fell by 15%, airline travel by 14%, and international travel to the U.S. was down by 21%. Since 2003, however, virtually all sectors of the travel industry have experienced growth.

The general industry trend for members of our Canadian based travel clubs in 2007 saw same-day auto trips by Canadians to the US hit its highest level in almost seven years as the Loonie surpassed parity with the dollar. "At the same time, same-day car travel by U.S. residents to Canada hit a record low," according to Statistics Canada. The site reports Canadian residents took about 2.2 million same-day car trips to the US in a recent month, or 6% more than in the previous month. With the average monthly value of the Canadian dollar in October 2007 at US $1.03, it was the highest number of same-day car trips to the US in one month since January 2001. "Overnight car travel to the United States jumped 4.9% to 972,000 trips, the highest monthly level since September 1993," says the site. The number of travel trips by Canadian residents overseas rose 3.2% to 642,000 - the seventh record monthly high set in 2007.

Areas of growth within the North American Leisure travel market by age group include 15 – 24 year olds and all ages over 45. The most rapidly growing age group of Americans is 55 – 64 year olds. Between 2000 and 2005 this aged group increased in size by 10 million, creating a boom for the industry as this age group spends more on their leisure travel than any other age group. This age group is expected to grow by 8 million between 2005 and 2010.

Older adults represent a growing segment – creating a potentially lucrative – market for Leisure Lifestyle. According to Prism Business Media September 1, 1999 article entitled “The New Age” The baby boomers, who have revolutionized every decade that they have lived in, are especially active people used to doing things and going places. They're intent on being able to continue to live as they've always lived. They want to keep active, busy and involved. These people look to the fitness industry to provide them with ideas for how to fill their time.

Older adults are counting on exercise, better eating and new innovations to compensate for any feelings of getting older. They'll work harder to feel younger." This statement is borne out in the following statistics:

Today, three in 10 health club members are 50 and over; in 1988, this figure was two in 10.
27 percent of these members participated in fitness activities 100 or more times per year.
48 percent of those aged 50 and over participate in physical activity three times per week.
30 percent of those aged 50 and over participate in physical activity one to two times per week.
Between 1987 and 1998, the number of fitness club members over the age of 55 increased by more than 200 percent.

The Company believes the opportunity created by the demographic changes is to be positioned in both the “Travel” and the “Heath Club” industry. By not targeting this market, membership based organizations risk losing active aging adults to those organizations that will cater to their needs.

Despite encouraging enrollment statistics, fitness clubs have only scratched the surface of the profitable older market. Clubs have captured only 10 to 12 percent of the total population, and only 9 percent of people over the age of 55. There are a lot of people out there who are not members of clubs but who have more time, disposable income and motivation.

The Company believes the ability to provide both travel and health club services in efficient upscale facilities providing exceptional service will be a primary driver of the Company’s future growth. The Company is beginning to develop and implement its vision of integrating “Travel Club” and “Health Club’ membership offerings.

For its existing travel operations, the Company plans to achieve continued growth of its travel club memberships through four key areas:

1) Licensing Snowbird vacation travel club sales and marketing agents or acquiring existing travel clubs in Canada while investigation of potential US market penetration.

The Company continues to seek out those potential acquisitions or independent marketing agents with “know how’ and financing to market the Company’s Snowbird vacations travel club memberships in the Province of Ontario and beyond. The goal is to focus on the management and development of the travel club’s products and services. With a limited growth potential in Canada investigation of opportunities in other countries is necessary. There can be no assurances that the Company will be able to attack and retain successful licensees or operators or source acquisitions. (See Item 3 Risk factors, Ability to Attract and retain Successful Licensees or Operators).

2) Diversification of its travel services to include varying types of travel products.

By tailoring its travel service offerings to include a broader product portfolio of more affordable vacation packages including exclusive club member excursions the Company hopes to maintain and grow the Snowbird vacations travel club membership. These guided tour packages are designed to appeal to different age groups, both younger and particularly the high growth aging “boomer” market, with varying income levels. There can be no assurances that the Company will be able to successfully diversify and market travel related products.

The ability to offer members of the travel club Company owned product including charter yacht experiences such as the MV Spirit of Two Thousand and Ten and future real estate based projects such as the Colorado River Project that offers boating capabilities helps to segment and differentiates our program as unique. Not only offering the traditional travel club membership and its benefits we seek to attract and retain members through the availability of maritime themed vacation experiences. Penetrating and successfully operating in a given marketplace will cause the Company to investigate further pursue additional Company owned inventory.

3) Affiliating with existing affinity groups to provide travel service to their membership

In addition to the traditional marketing efforts, other referral programs, strategic relationships, and affinity programs are continually been evaluated. In 2007 the Company contracted with an Ontario and BC based travel suppliers with an on-line and call center presence in Ontario and BC to service our membership through their centralized service centers.

4) Increasing membership based operations in the active lifestyles market

With the increasing age of baby boomers we are anticipating growth of leisure and lifestyle opportunities. Given our history of membership based organizations and servicing, the company is actively investigating the marketing of travel services combined with health club services. The two combine are referred to as a “Resort Lifestyle” offering. The desire to travel coupled with the desire to physically enjoy an active lifestyle creates an opportunity to align two membership based businesses.

Each facet of the Company’s travel and membership based developments are interconnected. With growth in membership the Company’s requirements for inventory and vacation options increases. For the Company’s membership operations, the primary goal is to increase memberships by marketing, its secondary goal being to increase the number of product offerings available to its members for vacations, and its tertiary goal being to successfully expand its entrance into the Life Settlement market. The Company believes promoting the “Resort Lifestyle” concept in desirable options with value pricing are foundations for growth of its membership based operations.

Charter Cruises

The Company owns and is completing the refit on its 120 foot passenger carrying motor vessel MV Spirit of Two-Thousand-and-Ten. The vessel is for charter cruises to the Pacific Northwest, Alaska and Baja Mexico in addition to day cruises from its home port in Vancouver, B.C. Approximately 40% of the custom yacht cruise market are full yacht charters by a single entity for a corporate retreat, corporate awards program and family retreats etc. Charters will be available to the general public in addition to the existing travel club membership. The Company is beginning the marketing and promotion to many tourism based organizations and has a web site www.spirityachtcharters.com to present the vessel and provide an overview of the yacht offering.

In the spring of 2005 Sheerline Yachts completed their component of the refit and Platinum Marine Services was retained to complete the almost $10.0 million refit project. The Company had established an initial credit facility with Caterpillar Financial Services for up to $3 million USD which has provided funding for the project. The Company subsequently had the credit facility increased to $4.3 million USD in spring of 2007. The Company continues to refit the 120 foot motor vessel with Platinum Marine Services. Management foresees no undue delays in completion but projects of this magnitude do present challenges and complications that can be unforeseen and out of the control of management including delays in passenger carrying certification. The Company spent $2,782,391 during 2006, $1,881,433 to September

30, 2007 and another $1,402,467 to February 29, 2008. A survey completed in May of 2007 by Chris Small Marine Surveyors Ltd a member of N.A.M.S., a registered Marine Surveyor indicated the Motor Vessel has an appraised market value of $12 million CDN upon completion.

Life Settlements

In 2005, Forum began to investigate the business opportunities in the secondary Life Insurance market also known as “Life Settlements”. The Company is entering into the business of purchasing life insurance policies from consumers actively interested in selling their policies. Forum will invests in the purchasing of Life Insurance policies issued in the Unites States sold by the policy holders with life expectancies of 6 to 12 years. The Company becomes the irrevocable beneficiary of these policies.

Expected growth of the Life Settlement market will parallel the aging population boom. The significant, additional money that many policy holders receive from life settlement companies in the secondary market represents “found money”; turning unrealized assets into cash. In general, this windfall significantly improves the lifestyle of the policy holder when most seniors need it, i.e. -- allowing them to afford long-term health care or maintain their current standard of living for many more additional years. Legitimate Life Settlement companies have been described as providing a “socially responsible” service.

The Company began to research the Life Settlement industry in 2005 and has completed a substantial amount of due-diligence and invested capital to create large channels of Life Settlement “policy flow”. The Company believes successful entrance and capture of market share in this emerging industry will dominate the future Company direction and the allocation of resources. The Company is currently sourcing Life Settlement policies through “Business to Business” (B2B) Channels and expects to launch a “Business to Consumer” (B2C) Channel in the near future.

Subsequent to fiscal year end September 30, 2007 the Company entered the Life Settlement industry with the initial purchase of $30,930 thousand USD face value of Life Insurance policies. The Company uses an industry standard Milliman Report (consultants for the health care insurance industry) along with recent purchases and sales of similar life insurance policies, financial standing of the insurer, changes in general economic conditions, standard, actuarially developed mortality tables and industry life expectancy reports to determine an acceptable purchase price. The Company paid $1,788,567 ($1,742,817 USD)which was funded by the recent Private Placements completed by the Company in July of 2007.

Life Settlement Industry Overview

Following the theme of older adults and the growth of the group as a percentage of the population, the Company is entering the Life Settlement market. The exact size of the market is difficult to accurately quantify. In 2005, Sanford C. Bernstein & Co., LLC, a research unit of Allainace Bernstein L.P. estimated the market to be approximately $13 billion in face value of policies purchased from 1998 through 2005. The growth is expected to continue in the next few decades with the increase in the number of older Americans. American seniors consider selling their policies in the secondary Life Settlement market for a variety of reasons including:

Living Longer… Seniors must have more liquid capital during retirement to support themselves. Additionally, parents of seniors are also living longer which some will have to financially support.

Income… Many companies have encountered financial trouble and therefore pensions have been reduced or wiped out. In 2003, 1,197 companies eliminated their pensions reported the American Federation of Labor jeopardizing the retirement of thousands who presumed these funds were guaranteed.

Debt Crisis… Many seniors do not adequately save or plan financially for retirement. USA Today, Jan/07

“seniors are becoming the face of the indebted and the fastest population group seeking bankruptcy, many are having extreme difficulty paying mortgage, food and medical costs… we are just seeing the tip of the iceberg”.

Social Security in Trouble… A looming large risk for seniors is government social security -- a critical source of income – which could go bankrupt and not be able to support the growing seniors market. At a minimum, social security benefit payments are estimated to be reduced.

Skyrocketing Medical Costs… As reported in Business Week “Seniors Pushing Medicaid to Breaking Point” (Feb/05) “as 70 million baby boomers age, their demand for care threatens to crush Medicaid”. In 2004 alone, medical insurance payments, co-pays and deductibles increased 40%. Medical costs are estimated to continue to rise and fixed income seniors will have to find some way to pay for this large, unbudgeted but essential cost of retirement.

The Company recognizes that it needs to be innovative and pioneer new avenues for business development. A key to the Company’s future development is the expansion and retention of its existing Travel Club membership base, adding other “Membership” based service and or product offerings to specific demographic groups. Additionally new opportunities have encouraged the Company to expand and position itself for entry into the Life Settlement market.

Private Placements completed by the Company in July of 2007.

To expand beyond its present financial capabilities in the Life Settlement market and other business ventures, additional financing will be required. There is no certainty this financing will be available when and to the extent required, or that if available it will be on acceptable terms. If adequate funds are not available on acceptable terms, the Company may not be able to fund business expansion, develop or enhance its products or services, or respond to competitive pressures. This and other risks related to operating in the Life Settlement industry could have a material adverse effect on the Company's operations and planned growth. (See Item 3 Risk factors, The Company May Require Additional Capital).

Government Regulations

On October 1, 2003 the United States federal governments “no call registry” went into effect. The new law allows consumers who do not wish to be “solicited” and receive telemarketing calls to register on the federal government’s nationwide list. The “no call list” is receiving millions of registrants. A similar law is under review for Canada. At this time it is anticipated this law will take effect in the fall of 2008. This law in Canada will affect the company’s operations and result in a higher marketing cost, which could affect the profitability of the Company’s Snowbird Vacations Travel Club membership sales.

There can be no assurance that unforeseen developments or introduction of legislation, laws, and other factors will not alter the Company’s ability to achieve it growth targets for marketing and selling Travel Club programs or entering and operating in the Life Settlement market. (See Item 3 Risk factors, Government Regulations)

C) ORGANIZATIONAL STRUCTURE

As of February 29, 2008, the following is a list of all the Company’s subsidiaries, all of which are wholly owned and over which the Company holds 100% voting control:

Subsidiary	Incorporating Jurisdiction

Intravelnet Limited.	Ontario, Canada
InTRAVELnet Inc.	Alberta, Canada
ATM Travel Group Ltd.	Alberta, Canada
International Fitness Vacations (BC) Ltd.	British Columbia, Canada
Price Shield Systems Inc.	Washington, USA
American Life Settlement Society LLC	Deleware, USA

Properties

Office Leases

The Company is headquartered at 180A – 13040 Number 2 Road, Richmond British Columbia Canada where it rents 11,881 sq. ft. office space housing its principal administrative, customer services, its IT department and International Fitness Vacations. The Company believes that its current facilities are adequate for its current and near future operations.

The Company operates its Family Vacations travel club membership sales from an office it leases in Burlington Ontario, situated at suite 2279 Fairview Street, unit 2, Burlington, OntarioL7R 2E3. The Company's lease for this 7,176 sq. ft. space expires on September 1, 2009.

The Company additionally markets its Family Vacations travel club membership from an office it rents in Kitchener Ontario, situated at suite 2279 Fairview Street, unit 2, Kitchener, OntarioL7R 2E3. The Company's rents 6,000 sq. ft. on a month to month basis.

The Company tele-markets its Family Vacations travel club membership from an office it rents in Windsor Ontario, situated at suite 2279 Fairview Street, unit 2, Burlington, OntarioL7R 2E3. The Company's rents 3,000 sq. ft. space on a month to month basis.

Motor Vessels

The Company owns and is currently refitting a 120-foot Tri Level motor vessel called the MV Spirit of Two Thousand and Ten.

Item	Qty	Description
Spirit of Two	1	Type: 120 ft. motor vessel Overnight Accommodation: 12 passengers
Thousand and Ten		Dinner cruise - 100 passengers

The vessel is for charter cruises to the Pacific Northwest, Alaska and Baja Mexico in addition to day cruises from its home port in Vancouver, B.C. Approximately 40% of the custom yacht cruise market are full yacht charters by a single entity for a corporate retreat, corporate awards program and family retreats etc. Charters will be available to the general public in addition to the existing travel club membership. The Company is beginning the marketing and promotion to many tourism based organizations and has a web site www.spirityachtcharters.com to present the vessel and provide an overview of the yacht offering.

If additional financing is required, there is no certainty this financing will be available when and to the extent required, or that if available it will be on acceptable terms. If adequate funds are not available on acceptable terms, the Company may not be able to fund business expansion, develop or enhance its products or services, or respond to competitive pressures. This and other risks related to operating in the Life Settlement industry could have a material adverse effect on the Company's operations and planned growth. (See Item 3 Risk factors, The Company May Require Additional Capital).

ITEM V. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of the financial condition, changes in financial condition and results of operations of the Company for the period ended September 30, 2007 and the years ended December 31, 2006, and 2005 should be read in conjunction with the Consolidated Financial Statements of the Company for the period ended September 30, 2007 and the years ended December 31, 2006, and 2005. Except as otherwise indicated, all dollar amounts contained in this discussion and analysis and the Consolidated Financial Statements are in Canadian dollars. The financial information presented in the Consolidated Financial Statements was prepared in accordance with generally accepted accounting principles (GAAP) in Canada. Note 18 of these Consolidated Financial Statements of the Company set forth the material differences between Canadian and U.S. GAAP.

A) OPERATING RESULTS

Critical Accounting Policies

The preparation of our financial statements requires that we adopt and follow certain accounting policies. Amounts presented in the financial statements have been determined in accordance with such policies, certain of which incorporate estimates and assumptions. Although management believes that the estimates and assumptions are reasonable, actual results may differ.

The detailed accounting policies are listed in Note 3 and 4 to the Financial Statements for the period ended September 30, 2007. Included below is a discussion of the accounting policies that are affected by the most significant judgments and estimates used in the preparation of the financial statements, how such policies are applied and how results differing from the estimates and assumptions would affect the amounts presented in the financial statements. Other accounting policies also have a significant effect on our financial statements, and some of these policies also require the use of estimates and assumptions.

Going Concern

The accompanying financial statements have been prepared using Canadian generally accepted accounting principles applicable to a going concern.

While these accompanying financial statements have been prepared on the assumption that the Company is a going concern and will be able to realize our assets and discharge our liabilities in the normal course of business, certain events and conditions cast substantial doubt on this assumption. As of September 30, 2007 the Company had a working capital surplus of $7,532,298 and a shareholders’ equity of $12,926,243.

Management has continued to take steps to try to improve our financial results and cash flows. These steps include pursuing debt and/or equity financing to fund working capital requirements. Management believes that we will be able to generate sufficient revenues and secure any necessary financing; however, there is no assurance that management will be successful in achieving these objectives.

These financial statements do not reflect adjustments to the carrying value of assets and liabilities, the reported revenues and expenses and balance sheet classifications used that would be necessary if the going concern assumption were not appropriate. Such adjustments could be material.

Revenue Recognition

The Company generates revenues from the sale of memberships, dues and charter sales. 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 members’ entitlements. For lifetime memberships, revenue is recognized over a period of 5 years, which is management’s best estimate of the period over which performance will be required. Membership dues are allocated to the period to which they relate and recognized accordingly. Membership dues billed and received in advance are reflected as deferred revenues in the statement of financial position.

Asset Impairments

Management evaluates the carrying value of intangible assets for impairment whenever indicators of impairment exist. If it is determined that such indicators are present, then an undiscounted future net cash flow projection for the asset is prepared. In preparing this projection, assumptions must be made concerning future financial performance after considering historical trends, business plans and likely external factors. If projections of future net cash flows are in excess of the carrying value of the recorded asset, no impairment is recorded. If the carrying value of the asset exceeds the projected undiscounted net cash flows, impairment is recorded. The amount of the impairment charge is determined as the deficiency of the discounted projected net cash flows to the carrying value.

Accounts Receivable

The Company generates a significant portion of revenue and related accounts receivable from travel memberships. Management evaluates the collectability of our accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer's inability to meet its financial obligations, a specific reserve for bad debts against amounts due is recorded to reduce the recognized receivable to the net amount we reasonably believe will be collected. For all other customers, reserves are recognized for bad debts based on past write-off history and the length of time the receivables are past due.

Selected Annual Information

The following depicts some of the Company’s significant operating results:

					Year End
		2007*			2006		2005
Travel Club Memberships Sold	$	739,788		$	784,845	$	990,645

Amount Recognized as Revenue		63,401			92,706		110,384
during the year
Membership Dues	$	1,050,116		$	1,648,637	$	1,690,200
# Travel Club Memberships Sold		275			202		311
Mean Average Membership Price	$	2,996		$	3,215	$	3,723
Net Income (Loss) for the year	$	(2,212,467	)	$	875,355	$	1,651,804
Income (Loss) per Share	$	(0.20	)	$	0.17	$	$0.30

* Fiscal year for September 30, 2007 includes 9 months for comparison and does not include the October 2007, purchase of Family Vacation Centers.

For the period ended September 30, 2007 Travel Club Memberships sales decreased by 5.7% to $739,788 compared to ($784,845 - December 31, 2006, and $990,645 - December 31, 2005), with amount recognized as revenue during the period ended September 30, 2007 decreased by 31.6% to 63,401 ($92,706 - December 31, 2006, $110,384 - December 31, 2005). The operating party conducting the sales encountered a declining economic environment and reported operating results for a 9 month period versus a 12 month period comparison. Increased sales of club memberships and corresponding total revenue decreased during the period September 30, 2007 by 36.9% to $2,572,638 ($4,077,698 - December 31, 2006, $5,923,516 - December 31, 2005) due to the shortened reporting period in 2007, remaining declining deferred revenue recognized in 2006 and completion of amortizing over-accruals against notes receivable in 2005 (as result of revaluation of accruals against notes receivable in 2004) resulting in decline of other revenue in 2007.

For the period ended September 30, 2007 gross cash flow from operations decreased 3.2% to $ 2,565,348 with a net cash outflow from operations of $ 83,554 due to recognition of the 2007 stock option plan as disclosed in stock-based compensation $2,944,536 (2006 - $nil, 2005 - $nil) reduced by unrealized foreign exchange adjustments ($644, 350) (2006 - $nil, 2005 - $nil), compared to gross cash flows of $2,639,347 with a net cash outflow from operations of $82,228 December 31, 2006, and gross cash flow of $2,966,897 with a net cash inflow from operations of $394,102 December 31, 2005.

The Company recorded reduced revenues from membership dues of approximately $1,050,116 for the 9 month period ended September 30, 2007 and $1,648,637 for the years ended December 31, 2006 and $1,690,200, December 31, 2005 The company anticipates dues to approximate double the level obtained in 2007 for the year ended September 30, 2008 based on increased sales from independent sales operator and acquisition of Family Vacation Centers per Subsequent events - Note 18 (a) to the consolidated financial statements.

For the period ended September 30, 2007 a total of 275 travel club memberships were sold, an increase of 36.1% (December 31, 2006 - 202, December 31, 2005 - 311). Due to minimal business interruption as a result of changes to the licensed marketing representatives operating in the Ontario market, the mean average non-refundable travel club membership purchase price decreased 6.8% to $ 2,996 for the period ended September 30, 2007 ($3,215 - December 31, 2006, and $3,723 - December 31, 2005.

A net loss of $2,212,467 occurred for the period ended September 30, 2007 due largely as result of the stock-based compensation charges $2,944,536 from issuance of stock options during the fiscal period, compared with net income of $875,355 - December 31, 2006, and $1,651,804 - December 31, 2005). (Loss)/Earnings per share were ($0.11) for the period September 30, 2007 ($0.17 - December 31, 2006, and $0.30 - December 31, 2005).

There were 28,433,983 shares outstanding as of September 30, 2007 and 4,644,661 at December 31, 2006, with 5,444,661 at December 31, 2005. In April 2007 the company completed a 3-for-1 forward split increasing the outstanding shares by 9,289,322. On June 29, 2007, the Company completed a private placement and issued 11,000,000 common shares of the Company at US $0.50 per share for gross proceeds of $5,773,918 (US $5,500,000). On July 4, 2007, the Company completed a private placement and issued 3,500,000 common shares at US $1.00 per share for gross proceeds of $3,650,396 (US $3,500,000) increasing the issued and outstanding shares from 4,644,661 on December 31, 2006 to 28,433,983 at September 30, 2007.

For the period ended September 30, 2007 expenses increased by 49.5% or $1,583,215 due mainly as a result of the Stock-based compensation charge in the amount of $2,944,536 (2006 - $nil, 2005 - $nil). The dramatic decline in the US Dollar vs Canadian Dollar exchange rate affecting closing monetary balances reduced expenses for the period under review by $259,611 (2006 - $nil, 2005 - $nil).

For the period ended September 30, 2007 the largest expense was Wages in the amount of $3,437,036 which included stock-based compensation of $ 2,944,536 (2006 - $nil, 2005 - $nil) from issuance of stock options during the fiscal period.

For the period ended September 30, 2007 the largest increase in expenses of $2,355,987 occurred in category Wage Expenses to $3,437,036. Wage related expenses December 31, 2006 totaled $1,081,049 and $1,179,624 December 31, 2005 respectively. The increase was the result of issuance of stock options during the fiscal period. (2006 - $nil and 2005 - $nil).

For the period September 30, 2007, the largest decrease in expenses of $169,421 occurred in Commission costs to $518,363, (December 31, 2006 - $687,784 and $1,277,223 December 31, 2005). The decrease in 2007 was the result of the shorter fiscal period of nine months compared to 12 month prior periods. Sales commissions are deferred and amortized to operations on the same basis as the related membership sales are deferred and recognized as revenue.

For the period ended September 30, 2007 the second largest decrease in expenses of $82,789 occurred in Travel expenses to $59,436. Travel related expenses December 31, 2006 totaled $142,105 and $88,384 December 31, 2005 respectively. The decrease was the result of a shorter fiscal period and the realized effects of the divesture of Company owned Sales and Marketing operations.

For the period ended September 30, 2007 consulting fees totaled $15,608, a decrease of $38,901 compared to $53,423 December 31, 2006 and $33,800 December 31 2005. The decrease was the result of a shorter fiscal period and the realized effects of internal resource utilization.

The Company changed separate disclosure of Direct Selling Expenses and Discounts from January 01, 2007 in the Expense section of the Consolidated Statements of Operations and Deficit to “Net” Membership Sales for the period ended September 30, 2007. Direct Selling Expenses amounting to $35,399 were offset against Membership Sales revenue. Prior year results were restated accordingly.

B) LIQUIDITY AND CAPITAL RESOURCES

Liquidity

In 2007, the working capital surplus increased to $ 7,532,298 primarily due to the private placement

investments in the Company undertaken to enter into the Life Settlement division. During the summer of 2007 the Company completed two private placements raising an aggregate total of $9 million USD and correspondingly issued 14,500,000 restricted common shares of the company. The terms of these private placement were as follows:

(i) On June 29, 2007, the Company completed a private placement and issued 11,000,000 common shares of the Company at US $0.50 per share for gross proceeds of $5,773,918 (US $5,500,000).

(ii) On July 4, 2007, the Company completed a private placement and issued 3,500,000 common shares at US $1.00 per share for gross proceeds of $3,650,396 (US $3,500,000).

In 2006, the working capital deficit decreased to $ 415,386 primarily due to a decrease in the current portion of the deferred revenue and recognition of other deferred items in 2006 and reclassification of related party loans.

In 2005, the working capital deficit decreased to $ 960,548 primarily due to a decrease in the current portion of the deferred revenue and recognition of other deferred items in 2005 and reclassification of related party loans.

The Company continues to operate its travel club operations by continuously adjusting its operations accordingly and plans to generate sufficient operating capital for operations in the short-term. For long-term growth including the development of the Life Settlement operations additional capital is required. The Company’s 120-foot motor vessel will is estimated to complete its refit in spring 2008 and the vessel has not contributed to revenue in 2005, 2006, or 2007.

Financing the work on the vessel has been to date has been from operations, a credit facility from Caterpillar Financial Services, and funds raised. The credit facility with Caterpillar Financial Services Corporation was created in September of 2005 for $3.0 million USD. This credit facility was subsequently increased to a total of $4.3 million USD. The Company has drawn down a total of $4.2 million USD as of September 30, 2007. The credit facility is denominated in United States Dollars with a floating interest rate set to the 30-day LIBOR rate. The Company does not currently hedge against foreign exchange or interest rate fluctuations

The Company’s total Revenues for the period September 30, 2007 decreased with $1,505,060 to $2,572,638. Categorically the decrease was the result of reduced Sales $627,528, reduced Membership Dues $598,521, reduced Miscellaneous Revenue $375,035, while off-set by an increase of $96,024 in Interest Received. In comparison to the December 31, 2006 results it must be noted the nine month reporting period in 2007 played a significant factor. In addition, the completed amortization for the over-accruals for un-collectable receivables, deferred interest and estimates for potential GST in 2006 resulted in a further reduction.

Capital Resources

The Company's capital resources are comprised primarily of private investors (including members of management) who are either existing contacts of the Company's management, or who came to the attention of the Company through brokers, financial institutions and other intermediaries.

For the period September 30, 2007 gross cash flow from operations decreased 3.2% to $ 2,565,348 with a net cash utilized in operations of $83,553, compared to gross cash flows of $2,639,347 with a net cash utilized in operations of $82,228 December 31, 2006, and gross cash flow of $2,966,897 with a net cash provided by operations of $394,102 December 31, 2005.

A credit facility with Caterpillar Financial Services Corporation was created in September of 2005 for $3.0 million USD. This credit facility was subsequently increased to a total of $4.3 million USD. The Company has drawn down a total of $4.2 million USD as of September 30, 2007. The credit facility is denominated in United States Dollars with a floating interest rate set to the 30-day LIBOR rate. The Company does not currently hedge against foreign exchange or interest rate fluctuations.

The Company has utilized $911,436 during 2007 on the refit of the vessel and another $50,000 up to February 29, 2008 of the credit facility.

The Company estimates that its cash and cash equivalents will be sufficient to meet its capital requirements for at least the next 6 months. However, its forecast of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. If the Company is unable to raise additional capital when required or on acceptable terms, it may have to significantly delay, scale back or discontinue one or more of its present operations.

The Company's access to capital is always dependent upon general financial market conditions. Because of the nature of the Company's business, there are no trends in the nature of its capital resources that could be considered predictable. To date, the Company's capital resources have consisted of the private issuance of common shares, convertible securities and a credit facility form Caterpillar Financial Services Corporation.

Quantitative and Qualitative Disclosures about Market Risk

The Company does not have any derivative financial instruments. The exposure to market risk is limited to interest and exchange rate sensitivity. The Company’s long term debt is denominated in US dollars with a floating exchange rate set to the LIBOR 30-day rate. These two risks are affected by changes in the general level of LIBOR and Canadian dollar exchange rates. The primary strategy of the Company’s borrowing activities was to preserve principal by keeping funds in US dollars and converting to Canadian dollars when required. Given the fluctuation of the US Dollar for the period September 31, 2007 the Company received additional earnings of $259,611. The long term debt portfolio is subject to interest rate risk and will cost additional in the event market interest rates increase and conversely cost less in the event market interest rates decrease. The Company does not currently hedge against either foreign exchange or interest rate fluctuations.

C) RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

The Company’s has expended no material research and development expenses for the last three fiscal years.

D) TREND INFORMATION

The Company is affected by the sales and marketing trends and uncertainties in the leisure-travel business.

On October 1, 2003 the United States federal governments “no call registry” went into effect. The new law allows consumers who do not wish to be “solicited” and receive telemarketing calls to register on the federal government’s nationwide list. The “no call list” is receiving millions of registrants. A similar law is under review for Canada. At this time it is anticipated this law will take effect in the fall of 2008. This law in Canada will affect the company’s operations and result in a higher marketing cost, which could affect the profitability of the Company’s Snowbird Vacations Travel Club membership sales.

Given the legal environment the Company and its agents must focus its efforts more heavily in telephone hardware and software and other marketing channels including direct mail, traditional media advertising and Internet based marketing. New advances in technology have allowed for marketing to large amounts of potential members at lower costs. Presently e-mail and direct marketing campaigns are been reviewed with media companies to further evaluate the potential opportunities of these new marketing methods for our product

In November of 2005 the principal of 42260584 Ontario Ltd entered into a Commission Agreement to market the Company’s Snowbird Vacations Travel Club Membership in the Barrie, Ontario area. The Agreement with 1617165 Ontario Inc was terminated in March of 2006 and at this time no new memberships are actively been marketed in the Barrie, Ontario area. In January of 2006 the Company acquired the members of an upstart Ontario Travel Club called Embassy Vacation Club. The members of the Embassy Vacation Club were offered to have their members serviced by the Company’s travel service provider Intravelnet Ltd.

The Company signed a Commission Agreement with 2094711 Ontario Limited to assist in securing an office location to market Travel Club memberships in the greater Toronto Ontario area. The new office location in Pickering Ontario commenced operations in October 2006.

The Company can give no assurances that licensed marketing efforts will be successful in the future. In the alternative the Company is investigating other marketing efforts that differ from the previous traditional sales cycle.

As of February 29, 2007, the Company has12,175 active family memberships, with 10,747 current and 1,428 in arrears in monthly membership dues or payments. The unit volume of new memberships of its vacation Travel Club memberships for the period September 30, 2007 was 275, December 31, 2006 - 202, and December 31, 2005 - 311 memberships. The mean average price of a membership sold for the period September 30, 2007 was decreased to $2,996 from $3,215 December 31, 2006 and $3,722 December 31, 2005. The Company is unable to predict with accuracy sales totals for the period September 30, 2008 but estimates the volume to be 300 percent more due to the acquisition of Family Vacation Centers. Sales totals for the period September 30, 2007 were $739,788, December 31, 2006 - $784,845 and $990,645 for December 31, 2005.

Operating costs of the company have increased for the period September 30, 2007 - $4,785,105, December 31, 2006 - $3,201,890, December 31, 2005 - $4,227,789). The 49.5% increase or $1,583,214 is due to the charge of $2,944,536 for options granted during the period and $259,611 net gain on Exchange Rate adjustments from the soaring Canadian Dollar.

In addition to the core travel business the Company is seeking entry into the socially responsible industry of assisting seniors liquidating their life insurance policies in the Secondary Life Insurance market called the Life Settlement market. The Company began to research the Life Settlement industry in 2005 and has completed a substantial amount of due-diligence and invested capital to create large channels of Life Settlement “policy flow”. The Company is currently sourcing Life Settlement policies through “Business to Business” (B2B) Channels and expects to launch a “Business to Consumer” (B2C) Channel in the near future.

Subsequent to fiscal year end September 30, 2007 the Company the Company formed “American Life Settlement Society LLC” duly formed under the laws of the state of Delaware on the 15^th day of November 2007.

Additionally subsequent to fiscal year end September 30, 2007 the Company entered the Life Settlement industry with the initial purchase of $30,930 thousand USD face value of Life Insurance policies. The Company uses an industry standard Milliman Report (consultants for the health care insurance industry) along with recent purchases and sales of similar life insurance policies, financial standing of the insurer, changes in general economic conditions, standard, actuarially developed mortality tables and industry life expectancy reports to determine an acceptable purchase price. The Company paid $1,788,567 ($1,742,817 USD) which was funded by the recent Private Placements completed by the Company in July of 2007.

The Company believes the implementation of necessary measures will allow the continued growth of the travel club with a corresponding reduction in operating costs while focusing on development and implementation of its business plan for the entry into the secondary market for life insurance.

E) OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

F) TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table is a summary of our contractual obligations as of September 30, 2007:

		Payments due by period
				Less than						More than
Contractual Obligations		Total		1 year		1 - 3 years		3 - 5 years		5 years
Long-Term Debt
Obligations*	$	4,215,598	$	227,568	$	714,260	$	816,240	$	2,457,530
Operating Lease
Obligations		296,698		170,380		126,318		-		-
Purchase Obligations		-		-		-		-		-
Other Long Term
Obligations		-		-		-		-		-
Total	$	4,512,296	$	397,948	$	840,578	$	816,240	$	2,457,530

Contractual long term debt obligations do not include interest. The Company’s long term debt consists of a construction loan in US funds with Caterpillar Financial Services Corporations to complete vessel refit project, convertible into a permanent loan at completion, amortizing over 10 years bearing interest at the per annum LIBOR plus 3.25% monthly published rate.

G) SAFE HARBOR

This discussion includes certain statements that may be deemed "forward-looking statements". All statements in this discussion, other than statements of historical facts, that address future operation activities, growth and events or developments that the Company expects, are forward-looking statements.

Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include: the tourism demand, market prices, government regulation, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements.

ITEM VI. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A) DIRECTORS AND SENIOR MANAGEMENT

The names and municipality of residence of each of the directors and officers of the Company, the principal occupations in which each has been engaged during the immediately preceding five years, and their respective ownership of the Company's common shares as at the date herein, are as follows:

Name and City of Residence	Date of Birth	Principal Occupation For the Past Five Years	Position Held
Daniel Clozza Vancouver, B.C. Canada	Feb. 9, 1960	Since September 1995, employed full-time by the Company.	President, CEO and Director since September 1995
Martin Tutschek Vancouver, B.C. Canada	May 24, 1960	Since August 2001, employed full-time by the Company.	CFO and Director since August 2001
Jeff Teeny Portland, Oregon. USA	April 30, 1967	Property and Real Estate developer for various projects including the 400 acre Villages at Cascade Head located on the Pacific Coast of Oregon, USA	Director since July 2007
Scott McManus Las Vegas, Nevada, USA	June 21,1962	CEO, Chairman: Ganix Biotechnologies, Inc. 2002 – present, an Ecological Science Company. Financier, Net Branch: North American Funding August 2004 – present, a Commercial Finance Company. Various resort property real estate developments.	Director since July 2007

Family Relationships

There are no family relationships between any directors or executive officers and any other director or executive officer. Each Director serves for a term of one year or until the next annual meeting of the shareholders at which Directors are elected and qualified.

Arrangements

Messrs. Teeny and McManus were appointed to the Board of Directors concurrent with private placements raising an aggregate total of US$ 9,000,000 completed in July 2007 with companies related to Messrs. Teeny and McManus. Other than the foregoing, there are no arrangements or understandings between of our directors or executive officers, and with our major shareholders, customers, suppliers or others pursuant to which any director or officer was or is to be selected as a director or officer. In addition, there are no agreements or understandings for the officers or directors to resign at the request of another person and the above-named officers and directors are not acting on behalf of nor acting at the direction of any other person.

B) COMPENSATION

Executive Compensation and Compensation of Directors

During the period ended September 30, 2007, the Company paid $ Nil, (December 31, 2006 – $ Nil, December 31, 2005- $ Nil) in management fees and $nil - for the period September 30, 2007, (December 31, 2006 - $nil, December 31, 2005, $14,430) in consulting fees to directors. The Company also reimbursed $113,297 – for the period September 30, 2007, (December 31, 2006 - $159,715, December 31, 2005 - $220,625) to directors for expenditures made on behalf of the Company.

The Company has an employee extended medical / dental plan acquired with the purchase of Family Vacation Centers on October 18^th 2007. No directors or officers are participating in the plan. The Company has no pension, retirement, or other similar benefits for directors or officers pursuant to any existing plan provided by, or contributed to by, the Company or its subsidiaries.

Directors and senior management are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with corporate matters pertaining to the Company. The Board of Directors may award special remuneration to any director or senior management undertaking any special services on behalf of the Company other than services ordinarily required of a director or senior management.

Stock Options

The information on stock options required by this item is set forth in Item 6.E of this annual report.

C) BOARD PRACTICES

The Board of Directors meets formally approximately 6 to 8 times per year on an as needed basis to deal matters relating to the Company. Each Director serves for a term of one year or until the next annual meeting of the shareholders at which Directors are elected and qualified. The Company's last annual general meeting was held on March 05, 2007 and the next meeting will be held subject to Board approval as specified in the Company's Articles. The Company's executive officers are appointed by and serve at the pleasure of the Board of Directors.

Audit Committee

The Company's Audit Committee is composed of three individuals all present directors. The Audit Committee members of the Company as at December 31, 2007 are Jeff Teeny, Scott McManus, and Martin Tutschek. Messrs. Teeny and McManus during fiscal year 2007 and currently:

are considered an "independent" director as defined in Section 803A(2) of the American Stock Exchange Company Guide;
meets the criteria for independence as defined by Rule 10A-3 adopted by the SEC;
have not participated in the preparation of our financial statements or the financial statements of any of our current subsidiaries at any time during the past three years; and
is able to read and understand fundamental financial statements.

Our Board of Directors has determined that the audit committee has at least one member, Mr. McManus who qualifies as an Audit Committee Financial Expert, as defined by relevant SEC rules. As previously stated, Mr. McManus is an independent director. The Audit Committee is responsible for reviewing the Company's financial reporting procedures, internal controls, and the performance of the Company's external auditors. The functions of the Audit Committee also includes selecting, appointing, retaining, compensating and overseeing our independent auditors, deciding upon and approving in advance the scope of audit and non-audit assignments and related fees, reviewing accounting principles we use in financial reporting, and reviewing the adequacy of our internal control procedures, including the internal audit function. The committee is also responsible for reviewing the annual financial statements prior to their approval by the Board of Directors. The Board has adopted a charter for the Audit Committee in the fall of 2007.

Remuneration Committee

The Company does not have a Compensation Committee.

Service Contracts

The Company and its subsidiaries do not have any service agreements with any of the directors of the Company providing for benefits upon termination of employment.

D) EMPLOYEES

The following is a breakdown of Company employees as at February 29, 2008 and for the years ended September 30^th 2007, and December 31^st, 2006, 2005:

	2008*	2007**	2006	2005
Management	4	2	2	2
Sales Representatives	18
Marketing Representatives	75
Administrative Staff	13	6	10	11
Customer Service Representatives	4	3	16	19
IT / e-Commerce Personnel	1	1	1	1
Fitness Club Personnel	8	8	-	-

Notes:
(1) as at February 29, 2008.
(2) as at September 30, 2007.

The increase in the overall number of personnel was due to the acquisition of Family Vacation Centers in October of 2007.

E) SHARE OWNERSHIP OF MANAGEMENT

The following table sets forth the share ownership of management as of February 15, 2008:

Name	Common	Percent	"A"	Percent	"B"	Percent
	Shares⁽¹⁾	of Class	Preferred	of Class	Preferred	of Class
			Shares⁽⁴⁾		Shares⁽⁵⁾

Scott McManus⁽²⁾	6,250,000	21.98	1,393,398	10.00	1,393,398	10.00

Jeffery Teeny⁽³⁾	6,250,000	21.98	1,393,398	10.00	1,393,398	10.00

Daniel Clozza	5,430,000	19.09%	5,305,500	38.07	5,305,500	38.07

Martin Tutschek	1,524,000	5.36	1,399,500	10.04	1,399,500	10.94

Notes:

(1) Does not include options owned by directors or officers. Options are disclosed in table below.

(2) Shares beneficially owned or held by Mr McManus are registered to Aliya Life Settlement, LLC.

(3) Shares beneficially owned or held by Mr Teeny are registered to Teeny Acquisitions, LLC

(4) On June 27, 2007 the record date, the Company issued 13,933,983 Series ”A” Preferred shares to all the existing registered and beneficial common shareholders on a one (1) for one (1) PRO RATA basis. The Series “A’ Preferred shares are convertible, as a Series into common shares of the Company provided a majority of the Series “A” Preferred shareholders vote in favor of converting the entire Series. The Series will convert into a number of common shares that will represent 50% of the number of fully diluted common shares after conversion.

(5) On June 27, 2007 the record date, the Company issued 13,933,983 Series ”B” Preferred Shares to all the existing registered and beneficial common shareholders on a one (1) for one (1) PRO RATA basis. The Series “B” Preferred shares are convertible into common shares of the Company on a one for one basis by shareholders of record as of June 27, 2007.

Incentive Share Purchase Plan

The following table sets out detail regarding stock option grants made to our Named Executive Officers subsequent to our 2006 fiscal year.

Name	Number of Securities Underlying Options	% of Total Options Granted to Employees in Fiscal Year	Exercise Price ($/Sh)	Expiration Date
Jeff Teeny ⁽¹⁾	1,250,000	43.85	1.00	July 5, 2012
Scott McManus ⁽²⁾	315,000	11.05	1.00	July 5, 2012
Martin Tutschek	300,000	10.52	1.00	July 5, 2012

Notes:

(1) Options beneficially owned or held by Mr Teeny are registered to Teeny Acquisitions, LLC.

(2) Options beneficially owned or held by Mr McManus are registered to Aliya Life Settlement, LLC.

Warrants

There are no warrants outstanding.

Other Dilutive Elements

All convertible debentures totaling $40,486 issued prior to 2003 are fully matured as of December 31, 2002. The debentures during their term carried a rate of interest of eight percent per annum payable semi-annually. The conversion feature of the debenture allowed for the debenture holders to convert his capital at a rate of $6.00 US to $12.50 US per share. The Company would have 4,622 shares issued if 100% of the debentures were to be converted. For the period ending September 30, 2007, $ Nil, (December 31, 2006 $Nil, December 31, 2005 $Nil) of convertible debentures was repaid. There were no conversions during 2007, 2006, or 2005.

Conflicts of Interest

Certain of the Company's directors and officers may serve as directors or officers of other companies or have significant shareholdings in other companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest rises at a meeting of the Company's directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. It may occur that a particular company will assign all or a portion of its interest in a particular asset to another of these companies due to the financial position of the company making the assignment. In accordance with the Company Act (Ontario), the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether or not the Company will acquire a particular asset, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

ITEM VII. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A) MAJOR SHAREHOLDERS

The information as to shares beneficially owned, not being within the knowledge of the Company, has been furnished by the respective individuals. The Company’s major shareholders do not have different voting rights. There are no arrangements known to the Company which may, at a subsequent date, result in a change in control of the Company.

The following persons hold, of record or beneficially, directly or indirectly, or are known by the Company to own beneficially, directly or indirectly, more than 5% of the issued shares of the Company as at July 15, 2007:

Identity of Person or	Common	Percent of	"A"	Percent of	"B"	Percent of
Group	Shares ⁽¹⁾	Class	Preferred	Class	Preferred	Class
			Shares ⁽⁴⁾		Shares ⁽⁵⁾

Jeffery Teeny⁽²⁾	6,250,000	21.98	1,393,398	10.00	1,393,398	10.00

Scott McManus⁽³⁾	6,250,000	21.98	1,393,398	10.00	1,393,398	10.00

Daniel Clozza,	5,430,000	21.77	5,430,000	38.07	5,430,000	38.07

Martin Tutschek	1,524,000	5.35	1,524,000	10.04	1,524,000	10.04

Jackie Dawydiuk	1,500,000	5.27	1,500,000	10.76	1,500,000	10.76

Notes:

(1) Does not include options owned by directors or officers. Options are disclosed previously.

(2) Shares beneficially owned or held by Mr Teeny are registered to Teeny Acquisitions, LLC

(3) Shares beneficially owned or held by Mr McManus are registered to Aliya Life Settlement, LLC.

(4) On June 27, 2007 the record date, the Company issued 13,933,983 Series ”A” Preferred shares to all the existing registered and beneficial common shareholders on a one (1) for one (1) PRO RATA basis. The Series “A’ Preferred shares are convertible, as a Series into common shares of the Company provided a majority of the Series “A” Preferred shareholders vote in favour of converting the entire Series. The Series will convert into a number of common shares that will represent 50% of the number of fully diluted common shares after conversion.

The nature and extent of principal non-United States trading market is approximately 50% of all outstanding securities, which are held outside the United States and approximately 50% of all outstanding securities are held within the United States as of February, 2008. The Company is not owned or controlled, directly or indirectly, by another corporation or by any foreign government.

B) RELATED PARTY TRANSACTIONS

Except as set out below or otherwise disclosed in this report or in our audited financial statements attached hereto, no executive officer or senior management of the Company, nor any spouse, relative, associate or affiliate of the foregoing persons, has any interest in any material transactions which occurred during the Company's last full fiscal year and involved the Company or any of its subsidiaries; or any presently

proposed transaction involving the Company or any of its subsidiaries.

Subsequent to the year ended December 31, 2005, in April of 2006 a motor vessel was disposed of for 500,000 common shares of the Company for submission to treasury at a cost of $350,000 resulting in no gain or loss on the purchase and sale of the asset.

Effective December 31, 2006, the Company completed the purchase of 100% of the outstanding capital stock of Fitness Vacations from an officer and director of the Company in the amount of $550,000. The newly acquired company is a full service gym and also markets gym memberships with a travel component. Consideration given was settlement of $441,260 of advances by the Company to the owner of the shares of Fitness Vacations (who are also a shareholder of the Company including the President and Director), and settlement of $108,740 of advances to Fitness Vacations.

The assets and liabilities of Fitness Vacations at the time of acquisition were:


Purchase price	$	550,000

Purchase Price Allocation
Equipment	$	206,798
Leasehold improvements		150,000
Accounts payable		(17,782	)

Net identifiable assets acquired		339,016
Excess of purchase price over net identifiable assets acquired		210,984

Total	$	550,000

Canadian GAAP requires that any assets or liabilities acquired in a non-arms length transaction be recorded in the Company records at the carrying value of the vendor. The amounts above attributed to net identifiable assets approximate their carrying value in the records of Fitness Vacations. The amount attributed to "excess of purchase price over net identifiable assets acquired" has been charged to deficit.

In July 2007, the Company closed a private placement of 11,000,000 shares of common stock at a purchase price of US$ 0.50 per share for gross proceeds to the Company of US$ 5.5 million USD. The two corporate investors to this offering are beneficially owned or controlled by two individuals who subsequent to the offering became directors of the Company. These investors were arms length to the Company prior to the July offerings.

In July 2007 the company announced that it closed a private placement of 3,500,000 shares of common stock at a purchase price of US$ 1.00 per share for gross proceeds to the Company of US$ 3.5 million USD. The corporate investor to this offering is beneficially owned or controlled by an individual who subsequent to the offering became a director of the Company. This investor was arms length to the Company prior to the July offerings.

Subsequent to fiscal year end September 30, 2007, the Company acquired a 25% interest in a resort multi use development property in Needles California for US$1,000,000. The property on the Colorado River has its own marina with a 20,000 square foot storage facility for marine based activity. It is anticipated in the long term to have a product offering for the travel membership in a location that has an extended season of favorable weather conditions. This purchase has been classified on our balance sheet as an investment in non-current assets. The project is controlled and/or operated by a director of the Company (see VII(b) Related Party Transactions).

During the period ended September 30, 2007, the Company paid $ Nil, (December 31, 2006 – $ Nil, December 31, 2005- $ Nil) in management fees and $nil – 2007, (December 31, 2006 - $nil, December 31, 2005, $14,430) in consulting fees to directors. The Company also reimbursed $113,297 for the period ended September 30, 2007, (December 31, 2006 - $159,715, December 31, 2005 - $220,625) to directors for expenditures made on behalf of the Company.

Except as disclosed in the preceding discussion, we have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $50,000, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.

Indebtedness to Company of Directors and Senior Management

Amounts due to shareholders at the end of the fiscal period September 30, 2007 were $288,552. Directors of the Company are indebted to the Company in the amount of $nil and no director or senior management or have been indebted to the Company since the beginning of the last completed financial year of the Company other than as listed below. The Company reimburses Directors and Senior Management for expenses incurred in connection with Company’s ordinary course of business. To the extent these advances and expenses are offset, there exists an indebtedness to the Company of a net $nil as of September 30, 2007 (December 30, 2006 - $ nil, December 30, 2005 - $nil).

Interests of Experts and Counsel

This Form 20-F is been filed as an annual report under the Exchange Act and, as such; there is no requirement to provide information under this item.

ITEM VIII. FINANCIAL INFORMATION

A) CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

This Annual Report contains the consolidated financial statements for the Company for the fiscal periods ended September 30, 2007(restated), and December 31, 2006(restated), and 2005 which contain an Auditors’ Report dated March 12, 2008, Consolidated Balance Sheets as at September 30, 2007(restated) and December 31, 2006(restated), Consolidated Statements of Loss and Deficit, and Consolidated Statements of Cash Flows for the fiscal periods ended September 30, 2007(restated) and December 31, 2006(restated), and 2005, and Notes to Consolidated Financial Statements.

Indebtedness to Company of Directors and Senior Management

No directors or senior management of the Company are indebted to the Company or have been indebted to the Company since the beginning of the last completed financial year of the Company other than as noted in ITEM VII - Major Shareholders and Related Party Transactions.

Legal or Arbitration Proceedings

As of the date hereof, the Company is a named party to a legal claim against it in the Province of Ontario. This action purports to represent and individual who fell while attending a presentation at the office of a Licensee of the Company marketing vacations travel club memberships.

From time to time, the Company may become subject to claims and litigation generally associated with any business venture. In addition, the operations of the Company are subject to risks of accident and injury, possible violations of other regulations and some of which cannot be covered by insurance or other risk reduction strategies. Since the Company is a Canadian corporation and the officers, directors and certain of the persons involved with the Company as professional advisors are resident in Canada, it may be difficult to effect service within the United States upon such persons or to realize on any judgment by a court of the United States which is predicated on civil liabilities under the 1933 Act. The Company's

Canadian counsel have advised that there is doubt as to the enforceability in Canada, either in original actions or through enforcement of United States judgments, of liabilities predicated solely upon violations of the 1933 Act or the rules and regulations promulgated there under.

Dividend Distribution Policy

The Company has not paid any cash dividends on its Common Stock and has no present intention of paying any dividends. The current policy of the Company is to retain earnings, if any, for use in operations and in the development of its business. The Board of Directors will determine the future dividend policy of the Company from time to time.

B) SIGNIFICANT CHANGES

In addition to the three (3) for one (1) in the Company’s common shares on April 16, 2007 there has been an increase in the number of issued and outstanding common shares of the Company. As of July 15, 2007 the Company completed private placements for a total of $9 million USD and correspondingly issued 14,500,000 restricted common shares of the company.

On June 27, 2007 the record date, the Company issued 13,933,983 Series ”A” Preferred shares to all the existing registered and beneficial common shareholders on a one (1) for one (1) PRO RATA basis. The Series “A’ Preferred shares are convertible, as a Series into common shares of the Company provided a majority of the Series “A” Preferred shareholders vote in favor of converting the entire Series. The Series will convert into a number of common shares that will represent 50% of the number of fully diluted common shares after conversion.

On June 27, 2007 the record date, the Company issued 13,933,983 Series ”B” Preferred Shares to all the existing registered and beneficial common shareholders on a one (1) for one (1) PRO RATA basis. The Series “B” Preferred shares are convertible into common shares of the Company on a one for one basis by shareholders of record as of June 27, 2007.

ITEM IX. THE OFFER AND LISTING

A) PRICE RANGE AND VOLUME OF SHARES OF COMMON STOCK

The following table sets forth the price ranges of the Company’s shares when listed on the on the OTCBB and the Pink Sheet Exchange for each of the most current five years, each of the quarters for the most current two years and each of the most current six months:

For the five most recent full financial years, the annual high and low market prices for the Company’s common stock were as follows (US dollar figures):

		2007	2006	2005	2004	2003
High	$	17.30	3.00	1.00	1.85	2.40
Low	$	0.50	0.24	0.17	0.15	0.07

For the two most recent full financial years, the high and low market prices for each full financial quarter for the Company’s common stock were as follows (US dollar figures):

		2007				2006
	Q1	Q2	Q3	Q4	Q1	Q2	Q3	Q4
High	$ 0.83	1.00	5.20	17.30	$ 0.90	1.25	1.80	3.00
Low	$ 0.80	0.50	0.75	4.25	$ 0.24	0.60	1.15	1.75

For the two most recent six months, the high and low market prices for each month for the Company’s common stock were as follows (US dollar figures):

	2008	2008	2007	2007	2007	2007
	Feb	Jan	Dec	Nov	Oct	Sep
High	$13.60	18.00	17.30	10.50	5.15	5.10
Low	$12.00	13.65	11.25	4.90	4.40	4.55

Note: (1) The Company’s shares were forward split on a three for one basis April 16^th, 2007.

B) PLAN OF DISTRIBUTION

This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

C) MARKETS

As of January 30, 2008 the shares of Forum National Investments Ltd. are publicly traded on the OTCBB under the trading symbol FMNLF CUSIP Number 3498452067. The nature and extent of principal non-United States trading market is approximately 50% of all outstanding securities, which are held outside the United States and approximately 50% of all outstanding securities are held within the United States as of January 30, 2008. The share price has traded at a high of $18.00 USD in 2008 and a low of $0.17 USD in 2005.

D) SELLING SHAREHOLDERS

This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

E) DILUTION

This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

F) EXPENSES OF THE ISSUE

This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

ITEM X. ADDITIONAL INFORMATION

A) SHARE CAPITAL

This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no

requirement to provide any information under this section.

B) MEMORANDUM AND ARTICLES OF INCORPORATION

The information called for by this item is contained in an Exhibit to the Company’s Registration Statement on form 20-F filed with the Commission November 3, 1998 and Exhibits filed herewith. In particular:

1. The Company’s Memorandum and Articles are on file with the Office of the British Columbia Registrar of Companies under Certificate of Incorporation No. 504791. The Company was continued into the province of Ontario November 12, 1997. The Company’s Memorandum and Articles are on file with the Office of the Ontario Registrar of Companies under Articles of Continuance No. 1264549 (“Articles of Continuance”). Under the provisions of the Ontario Business Corporations Act, the Company has the power and capacity of a natural person, there are no restrictions in the Company’s Articles of Continuance, on the business that the Company can carry on nor on the powers the Company can exercise.

2. Article 4.19 of the Company’s Articles sets out the circumstances whereby a director must not vote on a proposal, arrangement or contract in which the director is materially interested, Article 4.20 sets out the directors’ powers to determine their compensation, Part 3 of the Company’s Articles outlines the Company’s borrowing powers exercisable by the directors and Article 4.2 sets out that no shares are required to be held for director’s qualification.

3. Article 9 of the Company’s Articles of Continuance sets out two class of shares: unlimited number of common shares without par value and unlimited number of preferred shares without par value . Two series of preferred shares have been designated Series “A Convertible Preferred Shares and Series “B” Convertible Preferred Shares.

Article 10 of the Company’s Articles of Continuance sets out the rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors’ authority with respect to any class of shares which may be issued in series. The Company’s common shares rank equally as to dividend rights, voting rights, rights to share in the Company’s profits and liquidation rights. The Company’s common shares are not, under the Company’s memorandum and articles, subject to redemption or sinking fund provisions, liability to further capital calls, nor any provisions discriminating against any existing or prospective holder of such shares as a result of such shareholder owning a substantial number of shares.

The Company’s Series “A” Convertible Preferred Shares without par value have no rights as to dividend rights, voting rights, rights to share in the Company’s profits and or liquidation rights. The Series “A” Convertible Preferred Shares are not, under the Company’s memorandum and articles, subject to redemption or sinking fund provisions, liability to further capital calls, nor any provisions discriminating against any existing or prospective holder of such shares as a result of such shareholder owning a substantial number of shares.

The Series ”A” Preferred shares are convertible, as a Series into common shares of the Company provided a majority of the Series “A” Preferred shareholders vote in favor of converting the entire Series. The Series will convert into a number of common shares that will represent 50% of the number of fully diluted common shares after conversion.

A majority of the shares of the Series “A” Preferred Shares outstanding must vote in favor of converting the entire Series “A” Preferred Shares outstanding into common shares before the shares of the Series “A” Preferred Shares may convert into Common Shares. On receipt of the requisite affirmative vote, the Series “A” Preferred Shares, in the aggregate shall be converted into that number of fully paid and non-assessable Common Shares that will represent 50% of the number of fully diluted common shares after conversion. Each Share of Series “A” Preferred Shares shall be convertible into Common Shares PRO RATA to its portion of the Series “A” Preferred Shares.

The Company’s Series “B” Convertible Preferred Shares without par value have no rights as to dividend rights, voting rights, rights to share in the Company’s profits and or liquidation rights. The Company’s Series “B” Convertible Preferred Shares are convertible into common shares of the Company on one common share for each preferred share held. The Series “B” Convertible Preferred Shares are not, under the Company’s memorandum and articles, subject to redemption or sinking fund provisions, liability to further capital calls, nor any provisions discriminating against any existing or prospective holder of such shares as a result of such shareholder owning a substantial number of shares.

4. To the Company’s knowledge, there are no conditions imposed by the memorandum and articles of the Company governing changes in the rights of holders of stock.

5. Section 10 of the Company’s Articles together with applicable corporate and securities laws contains the conditions governing the manner in which annual and extraordinary general meetings of shareholders are called including Notice of Meeting/Proxy Solicitation requirements. Part 10 of the Company’s Articles deals with proceedings at such meetings including quorum requirements.

6. To the Company’s knowledge, there are no limitations on the rights to own securities.

7. There are no provisions of the Company’s Articles of Continuance or Articles that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company or any of its subsidiaries.

8. There are no bylaws provisions governing the ownership threshold above which shareholder ownership must be disclosed.

9. There are no conditions imposed by the Articles of Continuance and Articles of the Company governing changes in the capital of the Company that are more stringent than is required by law.

C) MATERIAL CONTRACTS

In September of 2005, the Company secured a credit facility with Caterpillar Financial Services for up to $3 million USD. The Company subsequently has had the credit facility increased to an amount of $4.3 million USD.

In November of 2005 the principal of 4226054 Ontario Ltd entered into a Commission Agreement to market the Company’s Snowbird Vacations Travel Club Membership in the Barrie Ontario area. The Commission Agreement with 1617165 Ontario Inc was terminated in March of 2005 and at this time no new memberships are actively been marketed in the Barrie Ontario area.

In January of 2006 the Company signed a Commission Agreement with 2094711 Ontario Limited to secure an office location to market Travel Club memberships in the greater Toronto Ontario area. The new office location in Pickering Ontario commenced operations In October 2006.

In April of 2006 a motor vessel was disposed of for 500,000 common shares of the Company for submission to treasury at a cost of $350,000 resulting in no gain or loss on the transaction.

The assets and liabilities of Fitness Vacations at the time of acquisition were:


Purchase price	$	550,000

Purchase Price Allocation
Equipment	$	206,798
Leasehold improvements		150,000
Accounts payable		(17,782	)


Net identifiable assets acquired		339,016
Excess of purchase price over net identifiable assets acquired		210,984

Total	$	550,000

In July 2007 the company announced that it closed a private placement of 11,000,000 shares of common stock at a purchase price of US$ 0.50 per share for gross proceeds to the Company of US$ 5.5 million USD. The private placement was made to two accredited investors.

Subsequent to fiscal period ending September 30, 2007, the company:

Purchased the membership and all of the assets of Family Vacation Centers from an Ontario based Company for consideration of $4,000,000 in cash and stock on the 18^thday of October 2007.
Formed “American Life Settlement Society LLC” duly formed under the laws of the state of Delaware in the 15^thday of November 2007.
Completed contracts for the initial purchase of $30,930 thousand USD face value of Life Insurance policies. The Company uses an industry standard Milliman Report (consultants for the health care insurance industry) along with recent purchases and sales of similar life insurance policies, financial standing of the insurer, changes in general economic conditions, standard, actuarially developed mortality tables and industry life expectancy reports to determine an acceptable purchase price. The Company paid $1,788,567 ($1,742,817 USD) which was funded by the recent Private Placements completed by the Company in July of 2007.
Acquired a 25% interest in a resort multi use development property in Needles California for US$1,000,000. The property on the Colorado River has its own marina with a 20,000 square foot storage facility for marine based activity. It is anticipated in the long term to have a product offering for the travel membership in a location that has an extended season of favorable weather conditions. This purchase has been classified on our balance sheet as an investment in non- current assets. The project is controlled and/or operated by a director of the Company (see VII(b) Related Party Transactions).

D) EXCHANGE CONTROLS

There are no governmental laws, decrees or regulations in Canada restricting the import or export of capital or affecting the remittance to the United States of interest, dividends or other payments to nonresident holders of our shares. However, the payment or crediting of interest or dividends to United States residents may be subject to applicable withholding taxes at a rate prescribed by the Income Tax Act (Canada) and modified by the provisions of the Canada-United States Income Tax Convention, 1980 (see commentary in the section entitled “Taxation” below).

Except as provided in the Investment Canada Act (the “ICA”), there are no limitations under the laws of Canada, the Province of Ontario or in our Memorandum or Articles on the right of foreigners to hold and/or vote the shares of our capital stock.

The ICA has application where a “non-Canadian” individual or entity or controlled group of entities proposes to make an investment to acquire control of a Canadian business enterprise, either directly or indirectly, by way of purchase of voting shares of a corporation or of substantially all of the assets used in the Canadian business enterprise. An investment to acquire voting shares of a corporation is deemed to be an acquisition of control where more than one-half of the voting shares are acquired. An acquisition of less than one-third of the voting shares of a corporation is deemed not to be an acquisition of control and an acquisition of between one-third and one-half of the voting shares of a corporation is presumed to be an acquisition of control unless it can be established that the acquisition does not in fact result in control of the corporation by the investor.

An investment to acquire control of a Canadian business enterprise, the gross assets of which exceed certain thresholds, must be reviewed and approved under the ICA before implementation. An investment to acquire control of a Canadian business enterprise, the gross asset value of which falls below these threshold amounts, is one in respect of which notification must be given under the ICA although approval is not required prior to implementation of the investment.

Specific investment thresholds apply to investors of the United States. The investment threshold for a direct acquisition of control has been established at Cdn$250 million for 2005 and no review is required for an indirect acquisition of control. Each year the direct acquisition investment threshold is adjusted for inflation.

E) TAXATION

Canadian Federal Income Tax Considerations

The following is a general discussion of the material Canadian federal income tax consequences applicable to a holder of our common shares who is a resident of the United States and who is not, and is not deemed to be, a resident of Canada, who holds such common shares as capital property and who does not use or hold such common shares in carrying on a business in Canada (a “Non-Resident Holder”).

This summary is based on the current provisions of the Income Tax Act (Canada) and regulations there under (the “ITA”) and all specific proposals to amend the ITA publicly announced prior to the date hereof by the Minister of Finance (Canada) and the current administrative practices of the Canada Revenue Agency. It has been assumed that all specific proposals to amend the ITA will be enacted in substantially their present form and that no other relevant amendments to the ITA will come into force. However, no assurance can be given to this effect. Except for the foregoing, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations which may differ from those described herein. See “United States Federal Income Tax Consequences” below.

This summary is not exhaustive of all possible Canadian federal income tax consequences to all NonResident Holders and in particular will not be applicable where the Non-Resident Holder is a non-resident insurer carrying on an insurance business in Canada in respect of which our common shares are held or used in Canada. Nor should these comments be interpreted as legal or tax advice to any particular NonResident Holder; each of whom should consult their own tax advisors with respect to their particular circumstances.

Dividends

Dividends (including deemed dividends) paid or credited on our common shares to a Non-Resident Holder will be subject to withholding tax in Canada. The Canada-United States Income Tax Convention, 1980, as amended (the “Treaty”) provides that the normal 25% rate of withholding tax on the gross amount of such dividends is reduced to 15% if paid to a resident of the United States. The Treaty provides for a further reduction of the withholding tax rate to 5% if the beneficial owner of such dividends is a company (any entity which is treated as a body corporate for purposes of the ITA) which is a resident of the United States and which owns at least 10% of our voting stock.

Capital Gains

A Non-Resident Holder will not be subject to tax under the ITA in respect of a capital gain realized upon the disposition or deemed disposition (such as would arise on the death of an individual Non-Resident Holder) of a common share unless such share is “taxable Canadian property” to the Non-Resident Holder. A common share in the capital of our company will be taxable Canadian property to a Non-Resident Holder if (i) at any time during the five year period ending at the time of disposition of such share, the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm’s length, or the Non-Resident Holder together with all such persons owned (or had an option to acquire) 25% or more of the issued shares of any class or series of our capital stock; or (ii) the Non-Resident Holder elected under the ITA to treat such common shares as taxable Canadian property upon ceasing to be a resident of Canada prior to October 2, 1996.

However, under the Treaty, a Non-Resident Holder to whom our common shares represent taxable Canadian property will not be liable to tax in Canada in respect of a capital gain realized on the disposition of such shares unless:

the value of such shares is derived principally from real property situated in Canada (including mineral properties in Canada and rights in relation thereto), or

the Non-Resident Holder was a resident of Canada for 120 months during any period of 20 consecutive years preceding the disposition of such shares and was a resident of Canada at any time during the 10 years immediately preceding such disposition and owned such shares (or property for which such shares were substituted) at the time the Non-Resident Holder ceased to be a resident of Canada.

U.S. Federal Income Tax Consequences

The following is a summary of the anticipated material U.S. federal income tax consequences to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of our common shares (“Common Shares”).

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that may apply to a U.S. Holder as a result of the acquisition, ownership, and disposition of Common Shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder.

Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. federal, U.S. state and local, and foreign tax consequences of the acquisition, ownership, and disposition of Common Shares.

Scope of this Disclosure

Authorities

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings of the Internal Revenue Service (“IRS”), published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this Annual Report. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.

U.S. Holders

For purposes of this summary, a “U.S. Holder” is a beneficial owner of Common Shares that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the U.S., (b) a corporation, or any other entity classified as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the U.S. or any state in the U.S., including the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.

Non-U.S. Holders

For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of Common Shares other than a U.S. Holder. This summary does not address the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares to non-U.S. Holders. Accordingly, a non-U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. federal, U.S. state and local, and foreign tax consequences (including the potential application of and operation of any tax treaties) of the acquisition, ownership, and disposition of Common Shares.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares to U.S. Holders that are subject to special provisions under the Code, including the following U.S. Holders: (a) U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial institutions, insurance companies, real estate investment trusts, or regulated investment companies; (c) U.S. Holders that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a “functional currency” other than the U.S. dollar; (e) U.S. Holders that are liable for the alternative minimum tax under the Code; (f) U.S. Holders that own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (g) U.S. Holders that acquired Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (h) U.S. Holders that hold Common Shares other than as a capital asset within the meaning of Section 1221 of the Code; or (i) U.S. Holders that own, directly or indirectly, 10% or more, by voting power or value, of our outstanding shares. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own financial advisor, legal counsel or accountant regarding the U.S. federal, U.S. state and local, and foreign tax consequences of the acquisition, ownership, and disposition of Common Shares.

If an entity that is classified as partnership (or “pass-through” entity) for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax consequences to such partnership (or “pass-through” entity) and the partners of such partnership (or owners of such “pass-through” entity) generally will depend on the activities of the partnership (or “pass-through” entity) and the status of such partners (or owners). Partners of entities that are classified as partnerships (or owners of “pass-through” entities) for U.S. federal income tax purposes should consult their own financial advisor, legal counsel or accountant regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.

Tax Consequences Other than U.S. Federal Income Tax Consequences Not Addressed

This summary does not address the U.S. state and local, U.S. federal estate and gift, or foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Common Shares. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. state and local, U.S. federal estate and gift, and foreign tax consequences of the acquisition, ownership, and disposition of Common Shares. (See “Taxation—Canadian Federal Income Tax Considerations” above).

U.S. Federal Income Tax Consequences of the Acquisition, Ownership, and Disposition of Common Shares
Distributions on Common Shares

General Taxation of Distributions

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to the Common Shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of our current or accumulated “earnings and profits.” To the extent that a distribution exceeds our current and accumulated “earnings and profits,” such distribution will be treated (a) first, as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the Common Shares and, (b) thereafter, as gain from the sale or exchange of such Common Shares. (See more detailed discussion at “Disposition of Common Shares” below).

Reduced Tax Rates for Certain Dividends

For taxable years beginning after December 31, 2002 and before January 1, 2009, a dividend paid by us generally will be taxed at the preferential tax rates applicable to long-term capital gains if (a) we are a “qualified foreign corporation” (as defined below), (b) the U.S. Holder receiving such dividend is an individual, estate, or trust, and (c) such dividend is paid on Common Shares that have been held by such U.S. Holder for at least 61 days during the 121-day period beginning 60 days before the “ex-dividend date” (i.e., the first date that a purchaser of such Common Shares will not be entitled to receive such dividend).

We generally will be a “qualified foreign corporation” under Section 1(h)(11) of the Code (a “QFC”) if (a) we are incorporated in a possession of the U.S., (b) we are eligible for the benefits of the Canada-U.S. Tax Convention, or (c) the Common Shares are readily tradable on an established securities market in the U.S. However, even if we satisfies one or more of such requirements, we will not be treated as a QFC if we are a “passive foreign investment company” (as defined below) for the taxable year during which we pay a dividend or for the preceding taxable year. In 2003, the U.S. Department of the Treasury (the “Treasury”) and the IRS announced that they intended to issue Treasury Regulations providing procedures for a foreign corporation to certify that it is a QFC. Although these Treasury Regulations were not issued in 2004, the Treasury and the IRS have confirmed their intention to issue these Treasury Regulations. It is expected that these Treasury Regulations will obligate persons required to file information returns to report a distribution with respect to a foreign security issued by a foreign corporation as a dividend from a QFC if the foreign corporation has, among other things, certified under penalties of perjury that the foreign corporation was not a “passive foreign investment company” for the taxable year during which the foreign corporation paid the dividend or for the preceding taxable year.

As discussed below, we do not believe that we were a “passive foreign investment company” for the taxable year ended December 31, 2006, and we do not expect that we will be a “passive foreign investment company” for the taxable year ending December 31, 2007. (See more detailed discussion at “Additional Rules that May Apply to U.S. Holders” below). However, there can be no assurance that the IRS will not challenge our determination concerning our “passive foreign investment company” status or that we will not be a “passive foreign investment company” for the current or any future taxable year. Accordingly, although we anticipate that we may be a QFC, there can be no assurances that the IRS will not challenge the determination made by us concerning our QFC status, that we will be a QFC for the current or any future taxable year, or that we will be able to certify that we are a QFC in accordance with the certification procedures issued by the Treasury and the IRS.

If we are not a QFC, a dividend paid by us to a U.S. Holder, including a U.S. Holder that is an individual, estate, or trust, generally will be taxed at ordinary income tax rates (and not at the preferential tax rates applicable to long-term capital gains). The dividend rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the dividend rules.

Distributions Paid in Foreign Currency

The amount of a distribution paid to a U.S. Holder in foreign currency generally will be equal to the U.S. dollar value of such distribution based on the exchange rate applicable on the date of receipt. A U.S. Holder that does not convert foreign currency received as a distribution into U.S. dollars on the date of receipt generally will have a tax basis in such foreign currency equal to the U.S. dollar value of such foreign currency on the date of receipt. Such a U.S. Holder generally will recognize ordinary income or loss on the subsequent sale or other taxable disposition of such foreign currency (including an exchange for U.S.

dollars).

Dividends Received Deduction

Dividends paid on the Common Shares generally will not be eligible for the “dividends received deduction.” The availability of the dividends received deduction is subject to complex limitations that are beyond the scope of this discussion, and a U.S. Holder that is a corporation should consult its own financial advisor, legal counsel, or accountant regarding the dividends received deduction.

Disposition of Common Shares

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of Common Shares in an amount equal to the difference, if any, between (a) the amount of cash and the fair market value of any property received and (b) such U.S. Holder’s tax basis in the Common Shares sold or otherwise disposed of. Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if the Common Shares are held for more than one year. Gain or loss recognized by a U.S. Holder on the sale or other taxable disposition of Common Shares generally will be treated as “U.S. source” for purposes of applying the U.S. foreign tax credit rules. (See more detailed discussion at “Foreign Tax Credit” below).

Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses and net capital losses are subject to complex limitations. For a U.S. Holder that is an individual, estate, or trust, capital losses may be used to offset capital gains and up to U.S.$3,000 of ordinary income. An unused capital loss of a U.S. Holder that is an individual, estate, or trust generally may be carried forward to subsequent taxable years, until such net capital loss is exhausted. For a U.S. Holder that is a corporation, capital losses may be used to offset capital gains, and an unused capital loss generally may be carried back three years and carried forward five years from the year in which such net capital loss is recognized.

Foreign Tax Credit

A U.S. Holder who pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the Common Shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” In addition, this limitation is calculated separately with respect to specific categories of income (including “passive income,” “high withholding tax interest,” “financial services income,” “general income,” and certain other categories of income). Dividends paid by us generally will constitute “foreign source” income and generally will be categorized as “passive income” or, in the case of certain U.S. Holders, “financial services income.” However, for taxable years beginning after December 31, 2006, the foreign tax credit limitation categories are reduced to “passive income” and “general income” (and the other categories of income, including “financial services income” are eliminated). The foreign tax credit rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the foreign tax credit rules.

Information Reporting; Backup Withholding Tax

Payments made within the U.S., or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from certain sales or other taxable dispositions of, Common Shares generally will be subject to information reporting and backup withholding tax, at the rate of 28%, if a U.S. Holder (a) fails to furnish

such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the information reporting and backup withholding tax rules.

Additional Rules that May Apply to U.S. Holders

If we are a “controlled foreign corporation” or a “passive foreign investment company” (each as defined below), the preceding sections of this summary may not describe the U.S. federal income tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Common Shares.

Controlled Foreign Corporation

We generally will be a “controlled foreign corporation” under Section 957 of the Code (a “CFC”) if more than 50% of the total voting power or the total value of our outstanding shares is owned, directly or indirectly, by citizens or residents of the U.S., domestic partnerships, domestic corporations, domestic estates, or domestic trusts (each as defined in Section 7701(a)(30) of the Code), each of which own, directly or indirectly, 10% or more of the total voting power of our outstanding shares (a “10% Shareholder”).

If we are a CFC, a 10% Shareholder generally will be subject to current U.S. federal income tax with respect to (a) such 10% Shareholder’s pro rata share of our “subpart F income” (as defined in Section 952 of the Code) and (b) such 10% Shareholder’s pro rata share of our earnings invested in “United States property” (as defined in Section 956 of the Code). In addition, under Section 1248 of the Code, any gain recognized on the sale or other taxable disposition of Common Shares by a U.S. Holder that was a 10% Shareholder at any time during the five-year period ending with such sale or other taxable disposition generally will be treated as a dividend to the extent of our “earnings and profits” that are attributable to such Common Shares. If we are both a CFC and a “passive foreign investment company” (as defined below), we generally will be treated as a CFC (and not as a “passive foreign investment company”) with respect to any 10% Shareholder.

We do not believe that we have has previously been, or currently is, a CFC. However, there can be no assurance that we will not be a CFC for the current or any future taxable year.

Passive Foreign Investment Company

We generally will be a “passive foreign investment company” under Section 1297 of the Code (a “PFIC”) if, for a taxable year, (a) 75% or more of our gross income for such taxable year is passive income or (b) 50% or more of the assets held by us either produce passive income or are held for the production of passive income, based on the fair market value of such assets (or on the adjusted tax basis of such assets, if we are not publicly traded and either are a “controlled foreign corporation” or makes an election). “Passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

For purposes of the PFIC income test and assets test described above, if we own, directly or indirectly, 25% or more of the total value of the outstanding shares of another foreign corporation, we will be treated as if it (a) held a proportionate share of the assets of such other foreign corporation and (b) received directly a proportionate share of the income of such other foreign corporation. In addition, for purposes of the PFIC income test and asset test described above, “passive income” does not include any interest, dividends, rents, or royalties that are received or accrued by us from a “related person” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.

If we are a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquisition, ownership, and disposition of Common Shares will depend on whether such U.S. Holder makes an election to treat us as a “qualified electing fund” or “QEF” under Section 1295 of the Code (a “QEF Election”) or a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”). A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder.”

Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of Common Shares, and any “excess distribution” (as defined in Section 1291(b) of the Code) paid on the Common Shares, must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the Common Shares. The amount of any such gain or excess distribution allocated to prior years of such Non-Electing U.S. Holder’s holding period for the Common Shares generally will be subject to U.S. federal income tax at the highest tax applicable to ordinary income in each such prior year. A Non-Electing U.S. Holder will be required to pay interest on the resulting tax liability for each such prior year, calculated as if such tax liability had been due in each such prior year.

A U.S. Holder that makes a QEF Election generally will not be subject to the rules of Section 1291 of the Code discussed above. However, a U.S. Holder that makes a QEF Election generally will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) our “net capital gain,” which will be taxed as long-term capital gain to such U.S. Holder, and (b) our “ordinary earnings,” which will be taxed as ordinary income to such U.S. Holder. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each taxable year in which we are a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by us.

A U.S. Holder that makes a Mark-to-Market Election generally will not be subject to the rules of Section 1291 of the Code discussed above. A U.S. Holder may make a Mark-to-Market Election only if the Common Shares are “marketable stock” (as defined in Section 1296(e) of the Code). A U.S. Holder that makes a Mark-to-Market Election will include in gross income, for each taxable year in which we are a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the Common Shares as of the close of such taxable year over (b) such U.S. Holder’s tax basis in such Common Shares. A U.S. Holder that makes a Mark-to-Market Election will, subject to certain limitations, be allowed a deduction in an amount equal to the excess, if any, of (a) such U.S. Holder’s adjusted tax basis in the Common Shares over (b) the fair market value of such Common Shares as of the close of such taxable year.

We do not believe that we were a PFIC for the taxable year ended December 31, 2005, and we do not expect that we will be a PFIC for the taxable year ending December 31, 2006. There can be no assurance, however, that the IRS will not challenge our determination concerning its PFIC status or that we will not be a PFIC for the current or any future taxable year.

The PFIC rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.

F) DIVIDENDS AND PAYING AGENTS

This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

G) STATEMENTS BY EXPERTS

This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

H) DOCUMENTS ON DISPLAY

Any documents referred to in this document may be inspected at the head office of the Company, #180A – 13040 No 2 Road, Richmond, British Columbia, Canada, V7E 2G1 during normal business hours.

You may also review a copy of the Company’s filings with the SEC, including exhibits and schedules filed with it, in the SEC's Public Reference Room at 100 F Street NE, Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 or the Conventional Reading Rooms’ Headquarters Office at 212-551-8090 for further information on the public reference rooms. The SEC maintains a web site (www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

I) SUBSIDIARY INFORMATION

There is no information relating to the Company’s subsidiaries which must be provided in Canada and which is not otherwise called for by the body of generally accepted accounting principles used in preparing the consolidated financial statements.

ITEM XI. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has no financial instrument about which disclosure of quantitative or qualitative market risk exposure is required.

ITEM XII. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

PART II

ITEM XIII. DEFAULTS, DIVIDENDS, ARREARS AND DELINQUENCIES

There has not been a material default in the payment of principal, interest, a sinking fund or purchase fund installment, or any other material default not cured within thirty days, relating to indebtedness of the Company. There are no payments of dividend by the Company in arrears, nor has there been any other material delinquency relating to any class of preference shares of the Company.

ITEM XIV. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Material modification to the rights of security holders

There have been no material modifications to the rights of security holders during the most current fiscal year.

Use of proceeds

This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

ITEM XV. CONTROLS AND PROCEDURES

Disclosure controls and procedures

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company reevaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of a date (the “Evaluation Date”) being September 30, 2007. Based on this evaluation these officers have concluded that as of the end of the period covered by this Annual Report on Form 20-F/A, our disclosure controls and procedures were ineffective and were not adequate to insure that the information required to be disclosed by the Company in reports it files or submits under the Exchange Act were recorded, processed, summarized and reported within the time period specified in the Commission's rules and forms.

The deficiencies in the Company's controls and procedures relates to the Company's income recognition policies. Previously, and during the period ended September 30, 2007, the Company recognized revenues when memberships were sold to customers. The Company determined that a portion of it its initial sale of memberships was deemed to fall under the SEC's Staff Accounting Bulletin No. 104, "Revenue Recognition" ("SAB 104") and Emerging Issues Task Force 00-21 ("EITF 00-21"), "Accounting for Revenue Arrangements with Multiple Deliverables". SAB 104 and EITF 00-21 require the initial sales price, including all up-front fees received from new membership sales, to be amortized over the expected term of the member’s entitlement to use the Company’s vacation and travel club privileges at a future date. As discussed above, and in Note 4 to the financial statements, the financial statements contained in this amended Annual Report on Form 20-F have been restated to reflect these revenue recognition policies for the transition period ended September 30, 2007 and the year ended December 31, 2006.

Management’s annual report on internal controls over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Our management, including our Chief Executive Officer and Chief Financial Officer, reassessed the effectiveness of internal control over financial reporting as of September 30, 2007. Based on that assessment, our management concluded that there was a material weakness in our internal control over the interpretation and application of Statement of SAB No. 104 and EIC 141, as they apply to the calculation of our revenue. Specifically, the design of controls over the preparation and review of revenue did not detect that our method of accounting for membership revenue and dues was not in conformity with generally accepted accounting principles. The Company has subsequently determined that its revenue recognition policies were incorrect and it has restated its financial statements as discussed above.

Based on its assessment, including consideration of the aforementioned material weakness, and the criteria discussed above, management has revised its original conclusion relative to the effectiveness of

our internal control over financial reporting as of September 30, 2007. Accordingly, management now concludes that our internal control over financial reporting was not effective at a reasonable assurance level as of September 30, 2007 or at December 31, 2006.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Remediation Steps to Address Material Weakness

Management has dedicated significant resources to correct the accounting error relating to our revenue recognition policy and to ensure that we take proper steps to improve our internal controls and remedy our material weakness in our financial reporting and disclosure controls. Management is committed to implementing effective control policies and procedures and will continually update our Audit Committee as to the progress and status of our remediation efforts to ensure that they are adequately implemented. We believe the following actions we have taken and are taking will be sufficient to remediate the material weakness described above:

conduct a full review of our accounting methodology for revenue recognition policy;
assess the technical accounting capabilities of the accounting and finance departments to ensure the proper knowledge, skills, and training; and
finance and accounting personnel to attend training sessions, covering relevant topics, which include revenue recognition and related accounting concepts.

We believe the need to restate our consolidated financial statements was not the result of any fraud or intentional wrongdoing on the part of any of our directors, officers or other employees.

Management believes that the actions described above will remediate the material weakness we have identified and strengthen our internal control over financial reporting. We expect that the material weakness will be fully remediated prior to September 30, 2009 year end. As we improve our internal control over financial reporting and implement remediation measures, we may supplement or modify the remediation measures described above. Further, we believe that, as a result of management’s in-depth review of its accounting processes, the utilization of external resources and the additional procedures management has implemented, there are no material inaccuracies or omissions of material fact in this Form 20-F/A and, to the best of our knowledge, we believe that the consolidated financial statements in this Form 20-F/A fairly present in all material aspects the financial condition, results of operations and cash flows of Forum in conformity with generally accepted accounting principles.

ITEM XVI. AUDIT COMMITTEE FINANCIAL EXPERT

Audit Committee Financial Expert

The Company has an Audit Committee established by the Board of Directors. Our board has determined that we do not have a financial expert serving on our audit committee as defined by Item 401(h) of Regulation S-K of the Exchange Act.

We believe that the combined knowledge, skills and experience of the members of our Audit Committee enables them, as a group, to act effectively in the fulfillment of their tasks and responsibilities, including those under the Sarbanes-Oxley Act of 2002, without appointing a member who would qualify as an audit committee financial expert.

Code of Ethics

We have adopted a code of ethics for our Chief Executive Officer, Chief Financial Officer, principal

accounting officer, controller and other persons performing similar functions. Our code of ethics complies with the SEC rules. The code of ethics addresses the following:

Honest and ethical conduct, including handling of corporate opportunities and conflicts of interest;
Full, fair, accurate, timely and quality public disclosure filed with the SEC and otherwise publicly made by us;
Compliance with applicable the laws and regulations;
Prompt internal reporting of violations of the code of ethics; and
Accountability for adherence to the code of ethics.

There have been no waivers to the code of ethics as of the date of this report

Principal Accountant Fees and Services

The independent auditors of the Company are the firm of SmytheRatcliffe Chartered Accountants, located at 7^th Floor Marine Building, 355 Burrard Street, Vancouver, British Columbia, Canada V6C 2G8

For the periods ended September 30, 2007 and December 31, 2006, the Company was invoiced by SmytheRatcliffe, the Company's independent auditors, for audit fees, audit-related fees, tax fees and all other fees as set forth below:

		Period Ended		Year Ended
		September		December
		30, 2007		31, 2006

Audit fees - auditing of our annual financial statements and
preparation of auditors' report.	$	89,090	$	41,000


Audit-related fees - review of each of the quarterly financial
statements.		-		-

Tax fees - preparation and filing of three major tax-related
forms and tax planning.		-		-

All other fees - other services provided by our principal
accountants.		-		-

Total fees paid or accrued to our principal accountants	$	89,090	$	41,000

Note: (1) "Audit Fees" represent fees for the audit of the Company's annual financial statements, review of the Company's interim financial statements and review in connection with the Company's statutory and regulatory filings

The Audit Committee has adopted procedures requiring Audit Committee review and approval in advance of all particular engagements for services to be provided by SmytheRatcliffe. Consistent with applicable laws, the procedures permit limited amounts of services, other than audit, review and attest services, to be approved by one or more members of the Audit Committee pursuant to authority delegated by the Audit Committee, provided the Audit Committee is informed of each particular service. The Audit Committee approved all of the engagements and fees during the period ended September 30, 2007. The Audit Committee reviews with SmytheRatcliffe whether the non-audit services to be provided are compatible with maintaining the auditors' independence. The Board has determined that, beginning with January 1, 2006, fees paid to the independent auditors for non-audit related services in any year will not exceed the fees paid for audit services during the year. Permissible non-audit services will be limited to fees for tax services, accounting assistance or audits in connection with acquisitions, and other services specifically

related to accounting or audit matters such as registration statements filings or private placements or public offerings.

Exemptions from the Listing Standards for Audit Committees

Not Applicable.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not Applicable.

PART III

ITEM XVII. FINANCIAL STATEMENTS

See the Financial Statements and Exhibits listed in Item XIX hereof and filed as part of this Annual Report. Included are audited consolidated balance sheets as at September 30, 2007 (restated) and December 31, 2006 (restated) and the consolidated statements of operations and deficit and cash flows for each of the period ended September 30, 2007 (restated) and the years ended December 31, 2006 (restated) and 2005, including the Auditors’ Report to Shareholders.

These financial statements were prepared in accordance with Canadian GAAP and are expressed in Canadian dollars. Such financial statements have been reconciled to U.S. GAAP (see note 19 therein). For a history of exchange rates in effect for Canadian dollars as against U.S. dollars, see “Item III - Key Information, Selected Financial Data – Exchange Rate Data”.

ITEM XVIII. FINANCIAL STATEMENTS

Not applicable.

ITEM XIX. EXHIBITS

Exhibits attached to this Form 20-F are as follows:

Financial Statements

(i) Management’s Responsibility to Financial Reporting.

(ii) Auditors’ Report dated March 12, 2008, except as to Note 4 which is as of March 2, 2009

(iii) Consolidated Balance Sheets as at September 30, 2007(restated) and December 31, 2006(restated).

(iv) Consolidated Statements of Operations and Deficit for the period ended September 30, 2007(restated) and the years ended December 31, 2006(restated) and 2005.

(v) Consolidated Statements of Cash Flows for the period ended September 30, 2007(restated) and the years ended December 31, 2006(restated) and 2005

(vi) Notes to the Consolidated Financial Statements for the period ended September 30, 2007(restated) and the years ended December 31, 2006(restated) and 2005. Financial Statements Schedules are omitted because they are not applicable, not required or because the required information is included in the consolidated financial statement or notes thereto filed within.

Exhibit	Description
1.1	Registered Incorporation Memorandum⁽¹⁾
1.2	Articles of Continuance into Ontario⁽²⁾
1.3	Articles of Amendment, Change of Name⁽²⁾
1.4	Articles of Amendment, Authorization of Preferred Shares including Designation of Series “A” and Series “B” Preferred Share⁽³⁾
4.1	2094711 Ontario Limited., Commission Agreement January 1, 2006⁽³⁾
4.2	Loan Agreement, dated September 21, 2005⁽⁴⁾
4.2.(i)	First Amendment to Loan Agreement, dated October 11, 2005⁽⁴⁾
4.2.(ii)	Second Amendment to Loan Agreement, dated November 6, 2006 ⁽⁴⁾
4.2.(iii)	Third Amendment to Loan Agreement, dated May 2, 2007 ⁽⁴⁾
4.3	Purchase Agreement. International Fitness Vacations (BC) Ltd., December 31, 2006⁽⁴⁾
4.4	Letter of Intent. Gala Travels, February 19, 2007⁽⁴⁾
4.5	Servicing Agreement. Vision 200 travel, dated October 15, 2007
4.5	Purchase Agreement. Family Vacation Centers and 1508812 Ontario Inc., October 18, 2007⁽⁴⁾
4.6	Addendum to Purchase Agreement. Family Vacation Centers and 1508812 Ontario Inc., November 2, 2007⁽⁴⁾
4.7	Disclosure Consent Chris Small Marine Surveyors Ltd., dated November 10, 2008⁽⁷⁾
8.1	List of Subsidiaries⁽⁷⁾
11.1	Code of Ethics, January 1, 2003⁽³⁾
12.1	Section 302 Certification of Chief Executive Officer
12.2	Section 302 Certification of Chief Financial Officer
13.1	Section 906 Certification of Chief Executive Officer
13.2	Section 906 Certification of Chief Financial Officer

Notes:
(1)      Incorporated by reference to Form 20-F filed with the SEC on November 3, 1998.
(2)      Incorporated by reference to Form 20-F filed with the SEC on August 15, 2003.
(3)      Incorporated by reference to Form 20-F filed with the SEC on August 29, 2007.
(4)      Incorporated by reference to Form 20-F filed with the SEC on December 29, 2006.
(5)      To be filed on request.
(6)      Incorporated by reference to Form 20-F filed with the SEC on July 8, 2002
(7)      Incorporated by reference to Form 20-F/A filed with the SEC on June 23, 2009

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Date: January 19 , 2010	FORUM NATIONAL INVESTMENTS LTD.

	/s/ Daniel Clozza
	Daniel Clozza, President and Chief Executive Officer

	/s/ Martin Tutschek
	Martin Tutschek, Chief Financial Officer

INDEX TO FINANCIAL STATEMENTS

	Page

Management’s Responsibility for Financial Reporting	53

Auditors' Report dated March 12, 2008 except as to Note 4 which is as of March 2, 2009, and note 4(b) which is as of October 28, 2009	54

Consolidated Balance Sheets as at September 30, 2007 and December 31, 2006.	55

Consolidated Statements of Loss and Deficit for the period ended September 30, 2007 and the years ended December 31, 2006 and 2005.	56

Consolidated Statements of Cash Flows for the period ended September 30, 2007 and the years ended December 31, 2006 and 2005.	57

Notes to the Consolidated Financial Statements for the period ended September 30, 2007 and the years ended December 31, 2006 and 2005	58 to 79

FORUM NATIONAL INVESTMENTS LTD.

September 30, 2007 and December 31, 2006 and 2005

Consolidated Financial Statements
(Expressed in Canadian dollars)

Management’s Responsibility for Financial Reporting

The consolidated financial statements of Forum National Investments Ltd. are the responsibility of the Company’s management. The consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles and reflect management’s best estimates and judgment based on information currently available.

Management has developed and is maintaining a system of internal controls to ensure that the Company’s assets are safeguarded, transactions are authorized and properly recorded, and financial information is reliable.

The Board of Directors is responsible for ensuring management fulfills its responsibilities. The Audit Committee reviews the results of the audit and the annual consolidated financial statements prior to their submission to the Board of Directors for approval.

The consolidated financial statements as at September 30, 2007 and December 31, 2006 and for the nine-month period ended September 30, 2007, and the years ended December 31, 2006 and 2005 have been audited by Smythe Ratcliffe LLP, Chartered Accountants, and their report outlines the scope of their examination and gives their opinion on the financial statements.

“Dan Clozza” (signed)

Dan Clozza
President

March 12, 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS OF FORUM NATIONAL INVESTMENTS LTD.

We have audited the consolidated balance sheets of Forum National Investments Ltd. as at September 30, 2007 and December 31, 2006 and the consolidated statements of operations and deficit and cash flows for the nine-month period ended September 30, 2007, and the years ended December 31, 2006 and 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2007 and December 31, 2006 and the results of its operations and its cash flows for the nine-month period ended September 30, 2007, and the years ended December 31, 2006 and 2005 in accordance with Canadian generally accepted accounting principles.

“Smythe Ratcliffe LLP” (signed)

Chartered Accountants

Vancouver, Canada
March 12, 2008
except as to note 4(a) which is as of March 2, 2009
and note 4(b) which is as of October 28, 2009

COMMENTS BY AUDITORS FOR US READERS ON CANADA – US REPORTING DIFFERENCES

In the United States, reporting standards for auditors requires the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company’s ability to continue as a going-concern, such as those described in note 2 to the consolidated financial statements. Our report to the shareholders dated March 12, 2008 is expressed in accordance with Canadian reporting standards, which do not permit a reference to such events and conditions in the auditors’ report when these are adequately disclosed in the notes to the financial statements.

As discussed in Note 4 to the consolidated financial statements, the Company has restated its September 30, 2007 and December 31, 2006 consolidated financial statements.

“Smythe Ratcliffe LLP” (signed)

Chartered Accountants

Vancouver, Canada
March 12, 2008
except as to note 4(a) which is as of March 2, 2009
and note 4(b) which is as of October 28, 2009


7^thFloor, Marine Building	Fax:	604.688.4675
355 Burrard Street, Vancouver, BC	Telephone:	604.687.1231
Canada V6C 2G8	Web:	SmytheRatcliffe.com

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

		September 30,			December 31,
		2007			2006
		(Restated – note 4	)		(Restated – note 4	)
Assets

Current
Cash and cash equivalents	$	8,624,205		$	641,253
Short-term investments		14,210			14,210
Accounts and notes receivable		360,634			440,358
Other receivables		265,183			357,121
Prepaid expenses		–			12,208
Total Current Assets		9,264,232			1,465,150

Deferred Organization Costs		149,976			–
Property and Equipment (note 7)		9,100,127			7,276,372
Deferred Costs, net (note 9)		1,491,275			1,352,796
Intangibles, net (note 8)		30,276			7,500

Total Assets	$	20,035,886		$	10,101,818

Liabilities and Shareholders’ Equity

Current
Accounts payable and accrued liabilities	$	491,250		$	669,014
Current portion of deferred revenue (note 9)		675,897			765,854
Advances against future revenue streams (note 10)		8,182			25,321
Current portion of long-term debt (note 12)		227,567			49,263
Debentures (note 11)		40,486			40,486
Loans from related parties (note 16)		288,552			330,599
Total Current Liabilities		1,731,934			1,880,537

Deferred Revenue (note 9)		1,389,678			1,389,587
Long-Term Debt (note 12)		3,988,031			4,029,516
Total Liabilities		7,109,643			7,299,640


Shareholders’ Equity

Capital Stock (note 13)		24,194,793			14,802,797
Contributed Surplus (note 13(e))		2,944,536			–
Deficit		(14,213,086	)		(12,000,619	)
Total Shareholders’ Equity		12,926,243			2,802,178

Total Liabilities and Shareholders’ Equity	$	20,035,886		$	10,101,818

Going-concern (note 2)
Commitments (note 15)
Subsequent events (note 18)

Approved on behalf of the Board:


“Dan Clozza” (signed)	Director	“Martin Tutschek” (signed)	Director
Dan Clozza		Martin Tutschek

See accompanying notes to consolidated financial statements.

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

		Nine-Month Period Ended
		September 30,			Years Ended December 31,
		2007			2006			2005
		(Restated – note 4	)		(Restated – note 4	)
Revenues
Membership sales and travel	$	1,270,800		$	1,805,181		$	4,072,981
Membership dues		1,050,116			1,648,637			1,690,200
Interest		149,275			53,251			75,760
Miscellaneous		102,447			477,482			–
		2,572,638			3,984,551			5,838,941

Expenses
Commission costs		518,363			687,784			1,277,223
Wages (note 13)		3,437,026			1,081,049			1,179,624
Legal and accounting		220,814			163,756			274,231
Office and related		191,356			238,216			175,666
Condominium rentals		162,210			185,969			261,768
Rent		130,196			186,550			200,792
Automotive		98,370			157,075			117,048
Amortization		68,106			7,830			7,319
Travel		59,436			142,105			88,384
Bank charges and interest		46,330			85,223			101,538
Bad debts (recovery)		23,697			(14,007	)		238,509
Consulting fees		15,608			53,423			33,800
Parts and maintenance		15,422			13,106			42,984
Insurance		14,649			25,935			34,819
Other		12,092			5,906			16,717
Equipment leases		9,187			16,700			33,651
Advertising and promotion		8,957			13,826			9,573
Investor relations		6,865			16,771			1,299
Postage, copying and printing		6,032			41,526			48,269
Foreign exchange gain		(259,611	)		–			–
		4,785,105			3,108,743			4,143,214

(Loss) Income Before Income Taxes		(2,212,467	)		875,808			1,695,727
Income Taxes Recovery (Expense) (note 14)		–			(453	)		(43,923	)

Net (Loss) Income for Period		(2,212,467	)		875,355			1,651,804
Deficit, Beginning of Period		(12,000,619	)		(12,664,990	)		(14,316,794	)
Adjustment on Acquisition of Subsidiary (note 5)		–			(210,984	)		–
Deficit, End of Period	$	(14,213,086	)	$	(12,000,619	)	$	(12,664,990	)

Basic and diluted (loss) earnings per share	$	(0.11	)	$	0.17		$	0.30

Weighted average number of
common shares outstanding – Basic and diluted		19,794,768			5,098,086			5,444,661

See accompanying notes to consolidated financial statements.

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

		Nine-Month Period Ended
		September 30,			Years Ended December 31,
		2007			2006			2005
		(Restated – note 4	)		(Restated – note 4	)

Operating Activities
Net (loss) income	$	(2,212,467	)	$	875,355		$	1,651,804
Items not affecting cash:
Deferred revenue		(829,254	)		(1,299,300	)		(3,367,166	)
Deferred commission costs		416,063			687,784			1,239,223
Amortization		68,106			7,830			7,319
against future revenue streams		–			–			46,508
Revenue recognized on advances against
future revenue streams		(17,139	)		(67,680	)		(209,177	)
Stock-based compensation		2,944,536			–			–
Unrealized foreign exchange gain		(644,350	)		–			–
Changes in non-cash working capital:
Accounts, notes and other receivables		171,663			(144,206	)		216,389
Prepaid expenses		12,208			11,600			4,478
Inventory - condos		–			3,433			12,194
Long-term receivables		–			–			285,478
Deferred costs		(554,543	)		(517,843	)		388,397
Accounts payable and accrued liabilities		(177,763	)		(452,395	)		223,130
Deferred revenue		739,386			894,216			45,307
Deferred gain		–			(81,022	)		(149,782	)
Cash (Used in) Generated from Operating Activities		(83,554	)		(82,228	)		394,102

Investing Activities
Short-term investment		–			(10,710	)		–
Purchase of property and equipment		(1,882,212	)		(2,689,738	)		(667,965	)
Purchase of intangible property		(32,425	)		–			–
Organization costs		(149,976	)		–			–
Cash Used in Investing Activities		(2,064,613	)		(2,700,448	)		(667,965	)

Financing Activities
Net proceeds received on share issuance		9,391,996			–			–
Proceeds from advances against future revenue
streams (note 8)		–			–			42,422
Amounts due to (from) related parties		–			199,684			(350,779	)
Loans from (to) related parties		(42,047	)		91,223			(15,618	)
Current portion of long-term debt		178,304			49,263			–
Long-term debt		602,866			2,704,525			1,324,991
Reduction in capital stock on disposal of asset		–			(350,000	)		–
Adjustment to accumulated deficit		–			(210,984	)		–
Cash Provided by Financing Activities		10,131,119			2,483,711			1,001,016

Increase (Decrease) in Cash		7,982,952			(298,965	)		727,153
Cash and Cash Equivalents, Beginning of Period		641,253			940,218			213,065

Cash and Cash Equivalents, End of Period	$	8,624,205		$	641,253		$	940,218

Supplemental cash flow information (note 17)

See accompanying notes to consolidated financial statements

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

1. Incorporation and Nature of Operations

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.

During the period, the Company changed its year-end to September 30, 2007.

The Company earns dues from members of its travel club, who are entitled to the full-travel services of the Company. The Company also operates a full-service gym to increase memberships and marketing opportunities.

2. Going-Concern

For the nine-month period ended September 30, 2007, the Company had a net loss of $2,212,467 compared to net income of $875,355 and $1,651,804 for the years ended December 31, 2006 and 2005, respectively. For the nine-month period ended September 30, 2007, the Company used cash in operating activities in the amount of $83,554 ($82,228 for the year ended December 31, 2006 and generated cash of $394,102 for the year ended December 31, 2005) and at September 30, 2007 had a working capital surplus of $7,532,298 (deficiency of $415,387 at December 31, 2006) and shareholders’ equity of $12,926,243 (December 31, 2006 – $2,802,178).

These financial statements have been prepared on a going-concern-basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Accordingly, these financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should the Company be unable to continue as a going-concern.

3. Significant Accounting Policies

	(a)	Basis of presentation

		These consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles (“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. (note 5)	British Columbia, Canada	December 31, 2006
Price Shield Systems Inc. (note 5)	Washington State, USA	February 27, 2007

All significant intercompany balances and transactions have been eliminated.

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

3.	Significant Accounting Policies (continued)

	(a)	Basis of presentation (continued)

		As described in note 19, Canadian GAAP differs in certain material aspects from accounting principles generally accepted in the United States.

	(b)	Revenue recognition

		The Company generates revenue from the sale of memberships and dues. The Company determined that a portion of it its initial sale of memberships was deemed to fall under the SEC's Staff Accounting Bulletin No. 104, "Revenue Recognition" ("SAB 104") and Emerging Issues Task Force 00-21 ("EITF 00-21"), "Accounting for Revenue Arrangements with Multiple Deliverables". SAB 104 and EITF 00-21 require the initial sales price, including all up-front fees received from new membership sales, to be amortized over the expected term of the member’s entitlement to use the Company’s vacation and travel club privileges at a future date. For lifetime memberships the calculation of the expected membership term is based on five years which was based on management’s best estimate of the length of time each member continues with the Company. Membership dues are allocated to the period to which they relate and recognized accordingly. Membership dues billed and received in advance are reflected as deferred revenues in the statement of financial position.

	(c)	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.

	(d)	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. The Company periodically evaluates the recoverability of its in-use property and equipment based on expected undiscounted future cash flows and recognizes impairments, if any, when the undiscounted future cash flows are expected to be less than the carrying value of the asset. 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.

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

3.	Significant Accounting Policies (continued)

	(d)	Property and equipment

		The annual rates applied are as follows:

Asset	Basis	Rate

Motor vessel	Straight-line	4%
Service boats	Straight-line	10%
Equipment	Straight-line	20%
Computers	Straight-line	30%
Leasehold improvements	Term of lease	5 years

	(e)	Deferred organization costs

		The Company defers and amortizes the costs associated with setting up its Life Settlement business. Amortization will be provided on a straight-line basis over five years and will commence once the Life Settlement business has begun operations.

	(f)	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.

		Tangible 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. Goodwill and intangible assets having indefinite lives are not amortized, but are tested for impairment at least annually. 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. Goodwill is tested for impairment on a reporting unit basis. The Company has identified one reporting unit.

	(g)	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 loss for the period.

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

3.	Significant Accounting Policies (continued)

	(h)	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 (note 10), 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)).

	(i)	Earnings per share

		Basic earnings-per-share is calculated using the weighted average number of common shares outstanding during the year and assumes conversion of all outstanding Series “B” Preference convertible shares. . The Series “B” preferred convertible shares are included in the calculation of basic earnings per share. Management believes the Series “B” preferred shares are not “contingently issuable shares” and considers conversion at the option of the Series “B” holder does not constitute a barrier to conversion. Series “A” preference convertible shares are not included in the calculation of basic earnings per share. Management believes the Series “A” preferred shares are “contingently issuable shares” and considers conditions for conversion of the Series “A” preferred shares constitute a barrier to conversion as some target performance or event has not been met or occurred.Under the treasury stock method, diluted earnings-per-share is calculated based upon the weighted average number of shares issued and outstanding during the year, adjusted by the total of the additional common shares that would have been outstanding assuming exercise of all stock options and conversion of all Series “A” Preference convertible shares without par value convertible to 50% of the outstanding common shares after conversion.

	(j)	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.

	(k)	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.

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

3.	Significant Accounting Policies (continued)

	(l)	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.

	(m)	Deferred costs

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

4.	Restatement

	The restatements to the September 30, 2007 and December 31, 2006 consolidated financial statements as previously reported result from the following:

	a)	The Company recognized revenue and the related commission costs erroneously on the sale of its vacation club memberships in fiscal 2006 and 2007. The Company had previously accounted for the full membership contract value in the year sold if more than 10% of the face value was received during those periods. Additionally, the related commissions were erroneously recognized on the same basis as the related membership revenues.

		The Company has amended the miscalculation and recognizes revenue on the sale of memberships and the related commission costs in accordance with the significant accounting policies described in notes 3(b) and 3(m).

		The change recognizes membership sales and related commission if less than 10% of face value was received in the period incurred and amortizes in accordance with the significant accounting policies described in notes 3(b) and 3(m) resulting in an increase in other receivables by $8,911 (December 31, 2006 - $33,840). The effect of this change was to increase deferred costs by $1,491,275 (December 31, 2006 - $1,352,796) with a corresponding decrease in commission expense of $213,265 (December 31, 2006 - $1,251,277) and an increase to deferred revenue – current portion of $675,897 (December 31, 2006 - $765,854) and an increase in deferred revenue of $1,389,678 (December 31, 2006 - $1,389,587) with corresponding decrease in membership sales and travel revenue of $9,849 (December 31, 2006 - $ 2,020,081) and an increase to deficit at September 30, 2007 of $565,389 (increase at September 30, 2006 - $768,805).

	b)	The Company incorrectly excluded the Series “B” Preferred Shares (issued during the year ended September 30, 2007) from the calculation of basic loss per share for the year ended September 30, 2007. As the Series “B” Preferred Shares are convertible into common shares at any time by the holder, they are considered to be outstanding common shares and included in the calculation of basic loss per share. This has resulted in the weighted average number of common shares outstanding at September 30, 2007, to be increased to 19,794,768 and the basic and fully diluted loss per share be adjusted to $0.11.

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

4.	Restatement (continued)

	At September 30, 2007, the restatements resulted in changes to the previously reported carrying values of assets, liabilities and shareholders’ equity as follows:

		Previously
		Reported			Adjustments			Restated

Assets
Other receivables	$	256,272		$	8,911		$	265,183
Deferred costs	$	–		$	1,491,275		$	1,491,275

Liabilities
Current portion of deferred revenue	$	–		$	675,897		$	675,897
Deferred Revenue	$	–		$	1,389,678		$	1,389,678

Shareholders’ Equity
Deficit	$	(13,647,697	)	$	(565,389	)	$	(14,213,086	)

The restatements resulted in changes to the previously reported amounts in the consolidated statements of operations and deficit for the nine-month period ended September 30, 2007, as follows:

		Previously
		Reported			Adjustments			Restated
Revenue
Membership sales and travel	$	1,280,649		$	(9,849	)	$	1,270,800
Expenses
Commission costs	$	731,628		$	(213,265	)	$	518,363
Net Loss for Period	$	(2,415,883	)	$	203,416		$	(2,212,467	)
Deficit, End of Period	$	(13,647,697	)	$	(565,389	)	$	(14,213,086	)


Basic and diluted loss per share	$	(0.22	)	$	0.11		$	(0.11	)

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

4.	Restatement (continued)

	At December 31, 2006, the restatements resulted in changes to the previously reported carrying values of assets, liabilities and shareholders’ equity as follows:

		Previously
		Reported			Adjustments			Restated

Assets
Other receivables	$	323,281		$	33,840		$	357,121
Deferred costs	$	–		$	1,352,796		$	1,352,796

Liabilities
Deferred revenue - current portion	$	–		$	765,854		$	765,854
Deferred Revenue	$	–		$	1,389,587		$	1,389,587

Shareholders’ Equity
Deficit	$	(11,231,814	)	$	(768,805	)	$	(12,000,619	)

The restatements resulted in changes to the previously reported amounts in the consolidated statements of operations and deficit for the year ended December 31, 2006, as follows:

		Previously
		Reported			Adjustments			Restated
Revenue
Membership sales and travel	$	3,918,409		$	(2,020,081	)	$	1,898,328
Expenses
Amortization of deferred commission costs	$	1,939,061		$	(1,251,277	)	$	687,784
Net Income for Year	$	1,644,160		$	(768,805	)	$	875,355
Deficit, End of Year	$	(11,231,814	)	$	(768,805	)	$	(12,000,619	)

Basic and diluted earnings per share	$	0.32		$	(0.15	)	$	0.17

5.	Acquisitions

	(a)	Effective February 27, 2007, the Company acquired 100% of the issued and outstanding capital stock of a Washington state company, Price Shield Systems Inc., at fair market value in the amount of $32,425. The amount has been allocated to intangibles as the Company had no other assets and liabilities. The newly acquired company owns access rights to wholesale priced condo accommodation required to enhance vacation club membership benefits.

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

5.	Acquisitions (continued)

	(b)	Effective December 31, 2006, the Company completed the purchase of 100% of the outstanding capital stock of International Fitness Vacations (BC) Ltd. (“Fitness Vacations”) from an officer and director of the Company in the amount of $550,000. The newly acquired company is a full service gym and also markets gym memberships with a travel component. Consideration given was settlement of $441,260 of advances by the Company to the owner of the shares of Fitness Vacations (who is also a shareholder of the Company including the President and Director), and settlement of $108,740 of advances to Fitness Vacations.

		The assets and liabilities of Fitness Vacations at the time of acquisition were:

Purchase price	$	550,000

Purchase price allocation
Equipment	$	206,798
Leasehold improvements		150,000
Accounts payable		(17,782	)

Net identifiable assets acquired		339,016
Excess of purchase price over net identifiable assets acquired		210,984

Total	$	550,000

Canadian GAAP requires that any assets or liabilities acquired in a non-arms length transaction be recorded in the Company’s records at the carrying value of the vendor. The amounts above attributed to net identifiable assets approximate their carrying value in the records of Fitness Vacations. The amount attributed to “excess of purchase price over net identifiable assets acquired” has been charged to deficit, beginning of period.

6. Financial Instruments

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

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

6. Financial Instruments (continued)

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

The adoption of these new standards had no effect in the Company’s consolidated financial statements.

(a)	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.

(b)	Credit risk

	The distribution of the Company’s customers and suppliers and the business risk management procedures currently in place have the effect of avoiding any significant concentration of credit risk.

(c)	Interest rate risk

	Interest rate risk consists of two components:

	(i)	To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.

	(ii)	To the extent that changes in prevailing market interest rates differ from the interest rates in the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.

	The Company’s long-term debt is at annual market interest rates and, therefore, the Company is exposed to interest rate cash flow risk during the term of the debt. The Company is not exposed to significant interest rate price risk due to the short-term maturity of its monetary assets and liabilities.

(d)	Currency risk

	The Company is exposed to currency risk in relation to their US dollar financing referred to in note 12. The Company has not entered into any foreign currency contracts to mitigate this risk.

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

7. Property and Equipment

				Accumulated		Net Book
September 30, 2007		Cost		Amortization		Value

Motor vessel	$	8,796,989	$	–	$	8,796,989
Equipment		211,373		35,595		175,778
Computers		7,737		4,692		3,045
Leasehold improvements		147,792		23,477		124,315

	$	9,163,891	$	63,764	$	9,100,127

				Accumulated		Net Book
December 31, 2006		Cost		Amortization		Value

Motor vessel	$	6,915,556	$	–	$	6,915,556
Service boats		49,979		49,979		–
Equipment		210,592		2,097		208,495
Computers		7,737		1,671		6,066
Leasehold improvements		147,794		1,539		146,255

	$	7,331,658	$	55,286	$	7,276,372

At September 30, 2007, the Company’s motor vessel is under construction and its cost is therefore not being amortized.

8. Intangibles

		September 30,		December 31,
		2007		2006

Purchased intangibles	$	32,425	$	25,000
Accumulated amortization		2,149		17,500

	$	30,276	$	7,500

9. Deferred Revenue

		September 30,		December 31,
		2007		2006
				Restated – note 4

Deferred membership sales	$	2,065,575	$	2,155,441
Less: Current portion		675,897		765,854

	$	1,389,678	$	1,389,587

Deferred costs	$	1,907,338	$	2,040,580
Accumulated amortization		416,063		687,784

	$	1,491,275	$	1,352,796

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

9. Deferred Revenue

The deferred membership sales and dues relates to the portion of revenue that entitles members to use the Company’s vacation and travel club privileges at a future date up to September 30, 2012. The revenue is recognized as indicated in note 3(b).

During 2007, the Company entered into travel club membership agreements with a total value of $739,788 (year ended December 31, 2006 - $784,845 and year ended December 31, 2005 - $990,645). The following table reconciles the total value of these travel club memberships entered into during the period to the amounts due to be received in future years from these agreements. As described in note 3(b), the revenue from these memberships are recognized evenly over the term of the membership.

		September 30,			December 31,			December 31,
		2007			2006			2005


Travel club memberships entered
into during the period	$	739,788		$	784,845		$	990,645

Amount recognized as revenue
during the period		(63,401	)		(92,706	)		(110,384	)


Future years’ revenue to be earned from
current period membership agreements		676,387			692,139			880,261

Cash collected during the period related to
future years’ revenues		(503,947	)		(483,773	)		(690,317	)


Amounts due to be received in subsequent years
from current period membership agreements	$	172,440		$	208,366		$	189,944

10. Advances Against Future Revenue Streams

During the year ended December 31, 2006, the Company sold future streams of revenue as described in note 3(h). The activity is summarized as follows:

		September 30,			December 31,
		2007			2006

Balance, beginning of period	$	25,321		$	93,001
Proceeds from sale of future revenue streams, net of
discount, reserve and buybacks		–			17,940
Accretion of discount to interest expense during the period		–			23,747
Recognition of membership revenues during the period		(17,139	)		(109,367	)

Balance, end of period	$	8,182		$	25,321

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

11. Debentures

Between April 19, 2000 and December 15, 2000, the Company issued convertible debentures in the aggregate amount of approximately $98,000 to friends and family of former officers and directors of the Company. The debentures matured between April 19, 2002 to December 19, 2002, are no longer convertible or continue to bear interest; $34,310 remained unpaid since that date. The holder of a debenture had the right at any time after the issuance until maturity to voluntary convert to common shares of the issuer at a rate of US $6.00 to US $12.50 per common share per share. The debentures are fully matured as of 2002. As of September 30, 2007 accrued interest on the debentures amounted to approximately $6,176. The Company has been unable to reach the debenture holders despite several repeated attempts.

12. Long-Term Debt

The Company has secured a long-term loan to complete the refit project of the vessel.

		September 30,		December 31,
		2007		2006

Construction loan in US funds to complete vessel refit project,
convertible into a permanent loan at completion, amortizing
over 10 years, bearing interest at the per annum LIBOR plus
3.25% monthly published rate	$	4,215,598	$	4,078,779

Less: Current portion		227,567		49,263

Long-term portion	$	3,988,031	$	4,029,516

The loan is secured by the motor vessel and by a guarantee from one of the directors of the Company.

13. Capital Stock

(a)	The authorized capital stock:

	Unlimited - common shares without par value
	Unlimited – preferred shares without par value, of which two series have been designated:

		14,000,000 Series “A” - Preference convertible shares without par value (convertible to 50% of outstanding common shares at the time of conversion); and
		14,000,000 Series “B” - Preference convertible shares without par value (convertible to one common share for each preferred share held).-

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

13. Capital Stock (continued)

	(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, 2005	5,444,661		$	15,152,797
Returned to treasury	(800,000	)		(350,000	)

Balance, December 31, 2006	4,644,661			14,802,797
Forward share split - 3-for-1 (i)	9,289,322			–
Private placement (ii)	11,000,000			5,773,918
Private placement (iii)	3,500,000			3,650,396
Share issue costs	–			(32,318	)

Balance, September 30, 2007	28,433,983		$	24,194,793

	(i)	On April 16, 2007, the Company's common shares were forward split on a three new for one old basis.

	(ii)	On June 29, 2007, the Company completed a private placement and issued 11,000,000 common shares of the Company at US $0.50 per share for gross proceeds of $5,773,918 (US $5,500,000).

	(iii)	On July 4, 2007, the Company completed a private placement and issued 3,500,000 common shares at US $1.00 per share for gross proceeds of $3,650,396 (US $3,500,000).

	(c)	Options

		The Company executed a stock option plan reserving 2,850,000 shares in the common stock of the Company (year ended December 31, 2006 - $nil and year ended December 31, 2005 - $nil).

	(d)	Stock-based compensation

		Included in wages expense, is stock-based compensation costs of $2,944,536 (year ended December 31, 2006 - $nil and year ended December 31, 2005 - $nil) for options granted to directors, employees and consultants of the Company.

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

13. Capital Stock (continued)

	(d)	Stock-based compensation (continued)

		The following summarizes the outstanding stock options as at September, 30 2007 and December 31, 2006:

	Number		Exercise
	of Options		Price (US $)

Balance, December 31, 2006 and 2005	–	$	–
Granted	2,835,000	$	1.00

Balance, September 30, 2007	2,835,000	$	1.00

The table below summarizes the attributes of the outstanding stock options as at September 30, 2007:

Options Outstanding			Options Exercisable
Exercise	Number	Remaining	Number	Exercise
Price (US $)	of Options	Contractual Life	of Options	Price (US $)

$1.00	2,835,000	4.75 years	2,835,000	$ 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:

			September 30, 2007

	Dividend rate		–
	Expected volatility		209%
	Interest rate		4.88%
	Expected life		5 years

(e)

Contributed surplus

Balance, December 31, 2006 and 2005	$	–
Stock-based compensation		2,944,536

Balance, September 30, 2007	$	2,944,536

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

14. Income Taxes

The reconciliation of income tax provision computed at statutory rates to the reported income tax provision is as follows:

		Nine-month Period Ended
		September 30,			Years Ended December 31,
		2007			2006			2005
		(Restated – note 4	)		(Restated – note 4	)

Statutory income tax rate		33.9%			33.8%			33.8%

Statutory rate applied to income (loss) from
operations before income taxes	$	(750,026	)	$	296,023		$	558,815
Permanent differences		1,007,468			20,058			11,366
Large corporations tax and other		–			–			43,923
Non-capital losses not previously recognized		–			–			23,383
Use of losses not previously recognized		(145,279	)		(315,628	)		(449,025	)
Tax effect of depreciation and amortization
in excess of capital cost allowance		(112,163	)		–			(144,539	)

Income tax expense (recovery)	$	–		$	453		$	43,923

The significant components of the Company’s future income tax assets are as follows:

		September 30,			December 31,
		2007			2006
		(Restated – note 4	)		(Restated – note 4	)
Future income tax assets:
Non-capital loss carry-forwards	$	1,397,920		$	1,888,934
Capital loss carry-forwards		378,127			419,431
		178,155			296,537

Excess of tax basis over carrying value of assets

		1,954,202			2,604,902
Valuation allowance		(1,954,202	)		(2,604,902	)

Future income taxes, net	$	–		$	–

The ultimate realization of the future tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. In assessing the reliability of future tax assets, management considers whether it is more likely than not that some or all of the future tax assets will be realized. Where management does not believe that realization is more likely than not, a valuation allowance is provided.

The Company has non-capital income tax loss carry-forwards of approximately $4,544,000 available to reduce future years’ taxable income expiring between 2008 and 2027.

The Company has a capital loss carry-forward of approximately $1,243,000, which can be carried forward indefinitely.

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

15.	Commitments

	(a)	The Company has commitments in respect of operating leases with total aggregate payments due of approximately $190,867 (December 31, 2006 – $148,712). Payments due in each of the next three years are as follows:


2008	$	95,018
2009		60,170
2010		35,679

Total	$	190,867

(b)

The Company has commitments in respect of office leases with total aggregate payments due of approximately $105,832 (December 31, 2006 – $176,647). Payments due in each of the next two years are as follows:


2008	$	75,362
2009		30,470

Total	$	105,832

16.	Related Party Transactions

	In addition to related party transactions disclosed elsewhere in these financial statements, the following transactions have occurred:

	(a)	During 2007, the Company paid $nil (year ended December 31, 2006 - $nil and year ended December 31, 2005 - $21,736) as settlement and $nil (year ended December 31, 2006 - $nil and year ended December 31, 2005 - $14,430) in consulting fees to directors or companies controlled by directors of the Company. The Company also reimbursed $113,297 (year ended December 31, 2006 - $159,715 and year ended December 31, 2005 - $220,625) to directors for expenditures made on behalf of the Company.

	(b)	At September 30, 2007, directors and officers advanced $296,747 (December 31, 2006 - $257,706) to the Company in the form of loans and short-term financing. The amounts advanced from directors and officers are unsecured, non-interest bearing and repayable on demand.

	(c)	During 2007, the Company wrote-off an amount of $nil (year ended December 31, 2006 - $37,396 and year ended December 31, 2005 - $8,555) being advances in lieu of expenses due from former officers and employees of the Company.

All of the above transactions and balances are in the normal course of operations and measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

17. Supplemental Cash Flow Information

Cash flow information:

		Nine-month Period Ended
		September 30,		Years Ended December 31,
		2007		2006		2005

Interest paid	$	9,496	$	30,950	$	89,656

Taxes paid	$	6,468	$	453	$	43,923

Excess of purchase price - gym acquisition	$	–	$	210,984	$	–

18.	Subsequent Events

	(a)	On October 18, 2007, the Company purchased the membership and all of the assets of Family Vacation Centers Ltd. for total consideration of $4.0 million payable with a cash payment of $2.0 million (paid) and through the issuance of 400,000 common shares of the Company.

	(b)	On November 15, 2007, the Company formed American Life Settlement Society LLC (“ALSS”) under the laws of the state of Delaware.

	(c)	ALSS completed the purchase of US $30,930 thousand USD face-value of Life Settlement insurance policies for a cost of US $$1,788,567 ($1,742,817 USD).

	(d)	The Company acquired a 25% interest in a real estate development project in Needles, California, for a price of US $1.0 million. The project is controlled and/or operated by a director of the Company.

19. United States GAAP

These consolidated financial statements have been prepared in accordance with Canadian GAAP, which differ in certain respects from those principles and practices that the Company would have followed had its consolidated financial statements been prepared in accordance with US GAAP as summarized below:

	(a)	Stock-based compensation

		Under US GAAP, the issue of stock options and warrants to non-employees is accounted for under Financial Accounting Standards Board (“FASB”) Statement No. 123R (“SFAS 123R”), “Share-Based Payment”. The Company recognizes compensation expense for stock options issued to non-employees for services received based upon fair value of the services received or equity instruments issued, whichever is more reliably determined. Prior to the adoption of SFAS 123R, the Company had accounted for stock options issued to non-employees at fair value under FASB Statement No. 123 (“SFAS 123), “Accounting for Stock- based Compensation” therefore, the adoption of SFAS 123R had no effect on the Company’s accounting policy as all options were granted to non-employees. During the year ended December 31, 2002, the Company adopted the new recommendations of the CICA Handbook

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

19. United States GAAP (continued)

(a)

Stock-based compensation (continued)

sections related to stock-based compensation payments (note 3(c)). Under this policy, stock options issued to non-employees after December 31, 2001 are accounted for consistently with US GAAP. Under Canadian GAAP, stock options issued to non-employees prior to December 31, 2001 were not valued and no stock- based compensation expense was recorded. Therefore, for the year ended December 31, 2002, the measurement difference for non-employee stock options relates to options granted prior to January 1, 2002.

The fair value of the stock options and warrants granted to non-employees during the years ended December 31, 2001 and 2000 were estimated on the date of grant using the Black-Scholes option pricing model and the following weighted average assumptions:

	2001	2000

Expected volatility	1.73	1.98
Risk-free rate	5.48%	4.23%
Dividend yield	0%	0%
Expected life of options	0.6 years	1.6 years

	Accounting for the non-employee options on this basis would result in recording additional compensation expense and capital stock of $684,664 from the year of adoption of SFAS No. 123 to September 30, 2007.

(b)	Valuation of stock issued for assets and services

	(i)	During the year ended December 31, 2000, the Company acquired Fitness Vacations for 992,000 common shares of the Company. Under Canadian GAAP, the acquisition was valued based on the estimated fair value of the assets acquired. For US GAAP purposes, the acquisition would be valued based on the market value of the shares given.

		During the year ended December 31, 2001, goodwill relating to the acquisition of Fitness Vacations was written down, and as such, the additional goodwill recorded on the acquisition under US GAAP was written off. Accordingly, as at September 30, 2007 and December 31, 2006. The application of US GAAP would result in an increase in capital stock and deficit of $1,217,705.

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

19. United States Generally Accepted Accounting Principles Reconciliation (continued)

(b)	Valuation of stock issued for assets and services (continued)

	(ii)	During the years ended December 31, 2001 and 2000, the Company settled a number of accounts payable by the issuance of stock options and common shares. For Canadian GAAP purposes, the transactions were recorded at the carrying value of services received. For US GAAP purposes, the transactions would be valued based on the market value of the options or shares issued. Accordingly, for the nine-month period ended September 31, 2007 and the year ended December 31 2006, the application of US GAAP would result in an increase in capital stock and deficit of $695,681.

	(iii)	During the nine-month period ended September 30, 2007, and the years ended December 31, 2006 and 2005, the Company did not issue shares under its incentive share purchase plan (note 3(c)).

(c)	Deferred organization costs

	During the nine-month period ended September 30, 2007 the Company deferred costs associated with setting up its Life Settlement business. In April 1998, the American Institute of Certified Public Accountants (“AICPA”) issued Statement of Position (“SOP”) No. 98-5, “Reporting on the Costs of Start-Up Activities”. The SOP is intended to provide guidance on how organizations should report start-up and organization costs. SOP No. 98-5 requires that such costs be expensed, rather than capitalized, which has been the usual practice. The application of US GAAP would result in a decrease in total assets of $149,976 (year ended December 31, 2006- $nil) and an increase in deficit of $149,976 (year ended December 31, 2006 - $nil and year ended December 31, 2005 - $nil).

(d)	Purchased intangibles

	During the nine-month period ended September 30, 2007, the Company acquired access rights to wholesale priced condo accommodation. For Canadian GAAP purposes, the license is treated as an intangible asset and amortized on a straight-line basis over ten years. For US GAAP purposes, the acquisition of the license would be expensed in the year incurred. The application of US GAAP would result in a decrease in total assets of $30,276 (December 31, 2006 - $nil) and an increase in deficit of $30,276 (year ended December 31, 2006 - $nil and year ended December 31, 2005 - $nil).

(e)	Recent accounting pronouncements

	(i)	SFAS 157, “Fair Value Measurements”. The provisions of this standard are to provide guidance for using fair value to measure assets and liabilities. The standard clarifies methods for measuring items not actively traded and the principles that fair value should be based upon when pricing an asset or liability. SFAS 157 is effective for financial statements for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not issued financial statements for that fiscal year. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

19. United States Generally Accepted Accounting Principles Reconciliation (continued)

(e)	Recent accounting pronouncements (continued)

	(ii)	In June 2006, the FASB issued Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109”, which clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109 (“SFAS 109”), “Accounting for Income Taxes.” FIN 48 clarifies the application of SFAS 109 by defining criteria that an individual tax position must meet for any part of benefit of that position to be recognized in the financial statements. Additionally, FIN 48 provides guidance on the measurement of de-recognition, classification and disclosure of tax positions along with accounting for the related interest and penalties. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006 with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The adoption of this interpretation did not have a material impact on the Company’s consolidated financial statements.

	(iii)	In February 2007, the FASB issued Statement No. 159 (“SFAS 159”), “The Fair Value Option for Financial Assets and Financial Liabilities – an Amendment of FASB Statement 115”, which permits entities to choose to measure many financial instruments and certain items at fair value. The fair value option established by SFAS 159 permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Adoption is required for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of the fiscal year that begins on or before November 15, 2007 provided the entity also elects to apply the provisions of SFAS 157. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

	(iv)	In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (SFAS 141(R)), which replaces SFAS 141. SFAF 141(R) requires assets and liabilities acquired in a business combination, contingent consideration and certain acquired contingencies to be measured at their fair values as of the date of acquisition. SFAS 141(R) also requires that acquisition-related costs and restructuring costs be recognized separately from the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008 and will be effective for business combinations entered into after January 1, 2009.

	(v)	On September 13, 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108 (“SAB 108”), which provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. SAB 108 is effective for the first fiscal year ending after November 15, 2006. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

19. United States Generally Accepted Accounting Principles Reconciliation (continued)

(e)	Recent accounting pronouncements (continued)

	(vi)	In December 2007, the FASB issued SFAS No. 160, “Non-Controlling Interests in Consolidated Financial Statements”, an Amendment of ARB No. 51 (SFAS 160). SFAS 160 clarifies the accounting for non-controlling interests and establishes accounting and reporting standards for the non-controlling interests in a subsidiary, including classification as a component of equity. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company does not currently have any minority interests.

(f)	Reconciliation

	The effect of the differences between Canadian GAAP and US GAAP (including practices proscribed by the SEC) on the consolidated balance sheets and statements of operations and deficit as restated (note 4) are summarized as follows:

	(i)	Total Assets

		September 30,			December 31,
		2007			2006
Total Assets under Canadian GAAP	$	20,035,885		$	10,101,818
Adjustment for deferred organization costs (note 19(c))		(149,796	)		–
Intangibles, net (note 19(d))		(30,276	)		–

Total Assets under US GAAP	$	19,855,813		$	10,101,818

(ii)

Capital stock

		September 30,		December 31,
		2007		2006

Capital stock, under Canadian GAAP	$	24,194,793	$	14,802,797
Contributed surplus		2,944,536		–
Adjustment for stock-based compensation
for non-employees (note 19(a))		684,664		684,664
Adjustment for acquisition of Fitness Vacations (note 19(b)(i))		1,217,705		1,217,705
Adjustment for accounts payable settled by share issuances
(notes 19(b)(ii) and (iii))		695,681		695,681

Capital stock, under US GAAP	$	29,737,379	$	17,400,847

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

For the Nine-month period ended September 30, 2007 and the years ended December 31, 2006 and 2005

(Expressed in Canadian dollars)

19. United States Generally Accepted Accounting Principles Reconciliation (continued)

(f)

Reconciliation (continued)

(iii)

Deficit

		Nine-month Period ended
		September 30,			Years Ended December 31,
		2007			2006			2005

Deficit, under Canadian GAAP	$	(14,213,086	)	$	(12,000,619	)	$	(12,664,990	)
Adjustment for deferred organization
costs (note 19(c))		(149,976	)		–			–
Adjustment for intangibles (note 19(d))		(30,276	)		–			–
Adjustment for stock-based
compensation for non-employees
for non-employees (note 19(a))		(684,664	)		(684,664	)		(684,664	)
Adjustment for acquisition of Fitness
Vacations (note 19(b)(i))		(1,217,705	)		(1,217,705	)		(1,217,705	)
Adjustment for accounts payable settled
by share issuances (note 19(b)(ii))		(695,681	)		(695,681	)		(695,681	)

Deficit, under US GAAP	$	(16,991,388	)	$	(14,598,669	)	$	(15,263,040	)

(iv)

Net income (loss) and earnings (loss) per share for:

		Nine-month Period Ended
		September 30,			Years Ended December 31,
		2007			2006		2005

Net income (loss) for the period,
under Canadian GAAP	$	(2,212,467	)	$	875,355	$	1,651,804
Adjustment for deferred organization costs
(note 19(c))(149,976)		(149,976	)
Adjustment for intangibles (note 19(d))		(30,276	)		–		–

Net income (loss) for the period,
under US GAAP$		(2,392,719	)	$	875,355	$	1,651,804

Basic and diluted earnings (loss) per
share, under US GAAP	$	(0.12	)	$	0.17	$	0.30