Forum National Investements Ltd.: Form 20-F/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V5PeBLVyYLc+mERUgJ3LfVClz8X9Z44MXSTmvo1rvRWa4v6EFBglUL8L2C4iv21K aZ6ynVH1X9bRctOnvgftfA== 0001062993-10-001684.txt : 20100518 0001062993-10-001684.hdr.sgml : 20100518 20100517184657 ACCESSION NUMBER: 0001062993-10-001684 CONFORMED SUBMISSION TYPE: 20-F/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20080930 FILED AS OF DATE: 20100518 DATE AS OF CHANGE: 20100517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORUM NATIONAL INVESTMENTS LTD CENTRAL INDEX KEY: 0001065579 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 20-F/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29862 FILM NUMBER: 10840629 BUSINESS ADDRESS: STREET 1: SUITE 180A STREET 2: 13040 #2 ROAD CITY: RICHMOND STATE: A1 ZIP: V7E 2G1 BUSINESS PHONE: 604-275-2170 MAIL ADDRESS: STREET 1: SUITE 180A STREET 2: 13040 #2 ROAD CITY: RICHMOND STATE: A1 ZIP: V7E 2G1 FORMER COMPANY: FORMER CONFORMED NAME: INTRAVELNET COM INC DATE OF NAME CHANGE: 19990709 FORMER COMPANY: FORMER CONFORMED NAME: SNOWBIRD VACATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19980708 20-F/A 1 form20fa.htm AMENDMENT TO ANNUAL REPORT FOR YEAR ENDED SEPTEMBER 30, 2008 Forum National Investements Ltd.: Form 20-F/A - Filed by newsfilecorp.com

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

Amendment No. 1

FORM 20-F /A

(Mark One)

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

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

September 30, 2008

[ ] 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 _______________________

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 200, 550 Denman Street, Vancouver, B.C. Canada V6G 3H1
(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. 28,439,611

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 for 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-accelerated
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 basis of accounting used to prepare the financial statements included in this filing:

US GAAP [ ]	International Financial Reporting Standards as issued	Other [X]
	by the International Accounting Standards Board [ ]

If “Other” has been checked in response to the previous questions, 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 1

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

1)	Part I Item III Selected Financial Data, Table of Selected Consolidated Financial Data
	a)	Selected financial - amended to reflect the adjustments made to the consolidated financial statements as a result of the restatement described in note 22 to the consolidated financial statements and to amend terminology consistent with the current year’s presentation.
	b)	Selected financial data - “Current liabilities” - amended to include current portion of Deferred Revenue and amended “Deferred Revenue” to include only the long term portion of Deferred revenue as well as a footnote to the table.
	c)	Selected financial data – amended 2007 and 2006 deferred revenue numbers as a result of restatement filed January 1, 2010.
2)	Part I Item IV B) Business Overview Life Settlements
	d)	Clarified the face value amount of the life insurance policies purchased on pages 11, 16 and 25 to read $30,930 thousand USD at a cost of $1,788,567 ($1,742,817 USD) and the face value and cost of the remaining life insurance portfolio subsequent to the maturity to $25,930 thousand USD and $1,548,070 ($1,506,473 USD) respectively.
3)	Part I Item IV c) Organizations Structure
	e)	Amended the table of subsidiaries to include Colorado River Resorts, LLC.
4)	Part I Item V A) Operating Results
	f)	Amended Revenue Recognition and Other Income disclosure for to reallocate gains from matured life insurance policies and revaluation of life settlement investments from “Operating revenue” to “Other Income”.
	g)	Selected Annual Information, – Amended disclosure regarding stock-based compensation
5)	Part I Item V B) Liquidity and Capital Resources
	h)	Capital Resources, Amended disclosure of cash flow from operations.
	i)	Tabular Disclosure of Contractual Obligations, - Added disclosures to the Contractual Obligations table.
6)	Part I Item IV F) Tabular Disclosure of Contractual Obligations
	j)	Amended 2008 financial data to reflect restated amounts as disclosed in note 22 to the consolidated financial statements. Amended the Report of Independent Registered Accountants,
7)	Part I Item IV E) Share Ownership of Management
	k)	Amended Incentive Share Purchase Plan disclosure to be easier to understand.
8)	Part I Item VII B) Related Party Transactions
	l)	Removed paragraph describing a transaction which is not a related party transaction.
9)	Part I Item VIII A) Financial Information
	m)	Added the updated report of previous independent registered auditors.
10)	Part I Item VIII B) Memorandum and Articles of Incorporation
	n)	Amended the terminology to be consistent with original documentation.
11)	Part I Item VIII C) Material Contracts
	o)	Amended disclosure of investment in Colorado River Resorts LLC.
12)	Part II Part XV Controls and Procedures
	p)	Amended disclosure of material weaknesses in internal controls to include specific controls and effects of weaknesses.
13)	Part II Item XIX Exhibits
	q)	Amended the consolidated financial statements
		a.	Amended note 2 to include explanatory description and schedules of amendment
14)	New certifications of our principal executive and financial officer are included as exhibits to this amendment.

iii

General

For the convenience of the reader, Amendment No. 1 sets forth the original Form 20-F as amended in its entirety. However, this Amendment No. 1 only amends the items specifically described above. No other information in the original Form 20-F as 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 May 13, 2009, 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	1
NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
PART I	2
ITEM I. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	2
ITEM II. OFFER STATISTICS AND EXPECTED TIMETABLE	2
ITEM III. KEY INFORMATION	2
B) CAPITALIZATION AND INDEBTEDNESS	3
C) REASONS FOR THE OFFER AND USE OF PROCEEDS	3
D) RISK FACTORS	4
ITEM IV. INFORMATION ON THE COMPANY	9
A) HISTORY AND DEVELOPMENT OF THE COMPANY	9
B) BUSINESS OVERVIEW	11
C) ORGANIZATIONAL STRUCTURE	17
ITEM V. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	18
A) OPERATING RESULTS	18
B) LIQUIDITY AND CAPITAL RESOURCES	22
C) RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.	23
D) TREND INFORMATION	23
E) OFF-BALANCE SHEET ARRANGEMENTS	25
F) TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS	25
G) SAFE HARBOR	26
ITEM VI. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	26
A) DIRECTORS AND SENIOR MANAGEMENT	26
B) COMPENSATION	27
C) BOARD PRACTICES	28
D) EMPLOYEES	28
E) SHARE OWNERSHIP OF MANAGEMENT	29
ITEM VII. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	30
A) MAJOR SHAREHOLDERS	30
B) RELATED PARTY TRANSACTIONS	31
ITEM VIII. FINANCIAL INFORMATION	33
A) CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION	33
B) SIGNIFICANT CHANGES	33
ITEM IX. THE OFFER AND LISTING	34
A) PRICE RANGE AND VOLUME OF SHARES OF COMMON STOCK	34
B) PLAN OF DISTRIBUTION	35
C) MARKETS	35
D) SELLING SHAREHOLDERS	35
E) DILUTION	35
F) EXPENSES OF THE ISSUE	35
ITEM X. ADDITIONAL INFORMATION	35
A) SHARE CAPITAL	35
B) MEMORANDUM AND ARTICLES OF INCORPORATION	35

C) MATERIAL CONTRACTS	37
D) EXCHANGE CONTROLS	39
E) TAXATION	39
F) DIVIDENDS AND PAYING AGENTS	46
G) STATEMENTS BY EXPERTS	46
H) DOCUMENTS ON DISPLAY	46
I) SUBSIDIARY INFORMATION	46
ITEM XI. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	46
ITEM XII. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	47
PART II	47
ITEM XIII. DEFAULTS, DIVIDENDS, ARREARS AND DELINQUENCIES	47
ITEM XIV. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	47
MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS	47
USE OF PROCEEDS	48
ITEM XV. CONTROLS AND PROCEDURES	48
DISCLOSURE CONTROLS AND PROCEDURES	48
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING	49
REMEDIATION STEPS TO ADDRESS MATERIAL WEAKNESS	49
ITEM XVI. AUDIT COMMITTEE FINANCIAL EXPERT	50
AUDIT COMMITTEE FINANCIAL EXPERT	50
CODE OF ETHICS	50
PRINCIPAL ACCOUNTANT FEES AND SERVICES	50
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	51
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	51
PART III	51
ITEM XVII. FINANCIAL STATEMENTS	51
ITEM XVIII. FINANCIAL STATEMENTS	51
ITEM XIX. EXHIBITS	52
FINANCIAL STATEMENTS	52
SIGNATURES	53

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, 2008.

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;
our ability to compete successfully in the Life Settlement marketplace and source adequate amounts and appropriate pricing 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 through various marketing channels, and improving all 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; 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 /A 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 2004 to 2008. 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, 2008, one United States Dollar was equal to 1.0599 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, 2008			Sep 30,			2006			2005			2004
							2007*
Current Assets			$	6,050,471		$	9,264,232		$	1,465,160		$	1,707,562		$	831,123
Property and Equipment				17,850,032			9,100,127			7,276,372			4,591,964			3,928,818
Total Assets				31,081,181			20,035,886			10,101,818			7,948,618			7,268,071
Current Liabilities,	(1	)		12,422,361			1,731,934			1,880,537			2,428,732			4,481,039
Deferred Revenue (long term)	(1	)		2,404,163			1,389,678			1,389,587			1,463,390			1,503,644
Debentures	(2	)		40,486			40,486			40,486			40,486			40,486
Long Term Debt				4,211,715			3,988,031			4,029,516			1,324,991			-
Share Capital				24,255,952			24,194,793			14,802,797			15,152,797			15,152,797
Contributed surplus				2,913,377			2,944,536			-			-			-
Deficit				(15,126,387	)		(14,213,086	)		(12,000,619	)		(12,664,990	)		(14,316,794	)
Revenue from Operations			$	3,717,154		$	2,572,638		$	4,077,698		$	5,838,941		$	8,954,005
Net and Comprehensive Income (Loss) for the period				(913,301	)		(2,212,467	)		875,355			1,651,804			3,662,784

			Year Ended December 31
			Sep 30,		Sep 30,		2006	2005	2004
			2008		2007*

Earnings (Loss) per Share	(3	)	(0.02	)	(0.09	)	0.17	0.30	0.75
Diluted Earnings per Share	(3	)	(0.02	)	(0.09	)	0.17	0.30	0.72
Weighted Average number of shares for calculating basic and diluted	(3	)	42,359,509		23,377,239		5,073,714	5,420,289	4,8 75,577
Earnings (Loss) per share			42,359,509		23,377,239		5,073,714	5,420,289	5,104,113

Notes:

(*) The Company has changed its year end to September 30th effective for the nine months ended September 30, 2007. Fiscal period for September 30, 2007 includes nine months for comparison and does not include the October 18 , 2007, purchase of Family Vacation Centers and associated increase in revenues.

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

(2) Debentures – also included in Current Liabilities

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

On March 30, 2009, the exchange rate for Canadian dollars was $1.00 (US) for $1.2590 (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 28, 2009. Daily average figures are not available from any major Canadian chartered bank.

	May	April	February	January	December	November
High	1.3000	1.2643	1.2890	1.2741	1.2969	1.2855
Low	1.2245	1.1940	1.2192	1.1823	1.1965	1.1499

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

	2008	2007	2006	2005	2004
Period End	1.0599	1.0905	1.1653	1.1659	1.2036
Average	1.0660	1.0747	1.1340	1.2116	1.3015
High	1.2969	1.0905	1.0990	1.1507	1.1774
Low	0.9719	0.9215	1.1726	1.2704	1.3968

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 September 30, 2008, the Canadian 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 was enacted in the United States on October 1, 2003.

In the 1990’s with the growth of the Life Settlement industry 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 approximately one half of the states to ensure fair practices and protect consumers particularly from fraud, large incommensurate middleman commissions and transaction costs. A number of the larger states Texas, California and New York currently have proposals at various levels of the legislative process. It is anticipated within the next 5 years that all states will have some form of regulation governing commerce in the Life Settlement industry.

On the Federal level the U.S. Senate Special Committee on Aging plans to hold a hearing in the spring of 2009 on the life settlement industry. The committee has sent out questionnaires to market players and has met with a number of them to gain an understanding of the industry. Inquiries also have gone out to trade groups for the settlement and life insurance industries. The committee's main concern is protecting the interests of the elderly, which it considers its constituents.

The committee wants to know more about the tax ramifications for investors involved in the market, the commissions charged by brokers, regulatory issues, and the clashes between the life insurance and life settlement industries.

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.

There can be no assurance that unforeseen developments or introduction of legislation, laws, and other factors in Consumer, Securities or Insurance regulations at Federal or State level 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.

The Company may require additional capital to grow its Life Settlement division; if we are unable to obtain financing necessary to support our operations, we may be unable to grow this segment of the Company.

As of September 30, 2008 the Company had a working capital deficit of ($6,371,890) primarily due to investments made in Life Settlements, Family Vacation Centers and the corresponding short term obligations for the Colorado River property investment. The Company continues to successfully 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 to rapidly grow its life Settlement division. 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 rapidly grow its business expansion. This could have a material adverse effect on the Company's planned growth.

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, 2008, the price per share of the Company’s common shares fluctuated (US dollar figures) from a low of $0.75 to a high of $4.50 and a current level of $1.00.

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 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 minimum exercise price of an option granted under the plan cannot be less than 80% of the market price of the common shares on the date of the grant. The Board has full discretion at the time of granting an option with respect to the term and the vesting period of the options. During the nine months ended September 30, 2007, the Company granted all 2,850,000 options available under the plan with an exercise price of $1.00, exercisable 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 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 investment and business development activity. An audit committee has been established with three additional directors elected to the board, and we continue 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 sales and marketing of its Travel Club products. If the Company is unable to secure an Operator, is unable to contract a Licensee, or implement other non - traditional marketing efforts, its ability to effectively grow and expand its business could be impaired. In addition to securing an Operator or contracting a Licensee, the Company’s traditional growth has been dependent upon the success of these entities operations.

We continue 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 continue 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 continued growth and precise direction is unclear. Though the Company has been successful in Life Settlement industry to date the Company’s successful growth in the Life Settlement market may be slowed 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;
The Company’s ability to raise sufficient ongoing funding to rapidly grow the business;
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 travel club 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 to maintain a distinctive brand identity that will ensure significant market recognition. Without market recognition, the Company may be unable to sell new travel club memberships or source new life settlement policies, which failure would affect growth and operating results.

Estimates of life expectancy in the Life Settlement market are uncertain at best and any material underestimation will materially affect the cost, lower the anticipated returns, and effect the liquidity of the secondary marketplace.

In the Life Settlement market, the price of a successful bid for a settlement insurance policy is based upon several variables. The most relevant being 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. An underestimation also increases the amount of capital necessary to be reserved for premium payments. Similarly an overestimation will result in higher returns and lower premium reserves.

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. Three of our seven directors and two of our 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 KMS Corporate Services Inc, 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.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".

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 early 2008 the licensee terminated their marketing operations citing the downturn in the economic climate.

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. The Company has subsequently secured the condominium relationships directly and no longer requires or uses Price Shield Systems Inc., in any capacity. Price Shield Systems Inc is in the process of been wound down at this time.

In the first quarter of 2007 the Company entered into a servicing 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. This servicing agreement has expanded to include the servicing of the recently acquired Family Vacation Centers members.

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. It is the opinion of management that the that any tax loss as result of the above mentioned losses will ultimately be carried forward and applied to offset future year’s tax obligations.

On October 18 , 2007, the Company purchased the notes receivable and vacation club memberships of Family Vacation Centers from an Ontario based Company for consideration of $3,052,866 in cash and stock. The Company marketed the Family Vacation Centers membership from its Burlington Ontario location until July 4, 2008 at which time a decision was made to cease marketing and sales operations from its Burlington Ontario office citing the downturn in the economic climate.

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

The Company has completed the rebuild on its 120 feet motor vessel MV Spirit of Two Thousand and Ten in 2009. The Company had established an initial construction credit facility with Caterpillar Financial Services for up to $3 million USD which had provided funding for the project. The Company subsequently had the credit facility increased to $4.3 million USD in spring of 2007. The construction loan has been converted to a 5 year permanent loan facility of $5 million USD at a rate of 7%. The Company spent $1,881,433 in fiscal year ending September 30, 2007, $2,949,292 in fiscal year ending September 30, 2008 and another $924,038 to March 30, 2009.

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 entered and test marketed 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 solely in the marketing of gym memberships at this time. The unique product offering of the two services combined has yet to be implemented.

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 has invested in the purchasing of Life Insurance policies issued in the Unites States sold by the policy holders with life expectancies of 6 to 15 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 otherwise illiquid 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.

Since the Company began to research the Life Settlement industry it 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 anticipates launching a “Business to Consumer” (B2C) model.

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. In fiscal 2008, the Company entered the Life Settlement industry with the initial purchase of $30,930 thousand USD face value of Life Insurance policies. 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. During the third quarter of 2008 a $5 Million USD policy matured resulting in a portfolio face value of $25,930 thousand USD at a cost of $1,548,070 ($1,506,473 USD) at the end of the financial year.

Additionally the Company originally intended to acquire 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. Subsequent to fiscal year end 2008, the Company discovered that the investee had failed to raise the additional capital as planned. As a result, the ownership interest actually acquired by the Company was 54% instead of 25% as originally intended. Accordingly, the Company has restated the presentation of its investment to consolidate the net assets of Colorado River Resorts LLC (the “LLC”) as of September 30, 2008. . Subsequent to the initial investment, the LLC entered into a sale and purchase agreement to acquire the development property. The deterioration of the real estate market in the southern United States by the end of fiscal 2008 triggered an impairment analysis of the investment in the property. The fair value of the property, based on an independent appraisal, had deteriorated below the value of the outstanding mortgage and therefore the fair value of the asset group was determined to be zero. Accordingly, a write down of the property of $1,619,163 was recognized in 2008.

To expand beyond is present financial capabilities in the Life Settlement market and other business ventures, additional financing will be sought. There can be no assurances the Company will be able to generate sufficient investment from borrowing, the sale of equity, or a combination thereof to rapidly grow its life Settlement division. 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 grow and expand its business at an accelerated rate. This could have a material adverse effect on the Company's planned growth. 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. 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 operating a Travel Club and Life Settlement business. These risks may have a material adverse effect on the Company's Travel club and expansion in the Life Settlement marketplace. (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 travel clubs. A travel club membership entitles the member to access discount travel at rates marginally above the cost to the travel agency as well as vacation condominium rentals at discount 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.

Information regarding vacation membership:

		2008	2007*	2006
Membership Sales	$	973,426	829,254	1,189,831
Membership Dues	$	2,443,758	1,050,116	1,648,637
Total	$	3,417,184	1,879,370	2,838,468

* Fiscal period for September 30, 2007 includes 9 months for comparison and does not include the October 18 , 2007, purchase of Family Vacation Centers.

For the fiscal period 2008, a total for both travel clubs (Snowbird Vacations (Snowbirds) and Family Vacations Centers (FVC)) of 1,030 (2007 - 275, 2006 - 202) travel club memberships were sold for a mean average non-refundable purchase price of $3,196 (2007 - $2,996, 2006 - $3,215).

Both Snowbird and FVC 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 in both clubs 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 and FVC membership entitles the members to vacation condominium rentals at discount rates through the Company’s wholesale network affiliation with the Cooperative Association of Resort Exchangers (“C.A.R.E.”), and discount travel at rates marginally above the cost to the travel agency. The Company has sold the following travel club memberships:

		2008			2007*			2006

Travel Club Memberships entered into for the period	$	2,400,019		$	739,788		$	784,845
Amount recognized as revenue during the year		(297,532	)		(63,401	)		(92,706	)

Future years revenue to be earned from current year Membership agreements		2,102,487			676,387			692,139
Cash collected during the year related to future years revenue		(1,687,304	)		(503,947	)		(483,773	)
Amounts due to be received in subsequent years from current period membership agreements	$	415,183		$	172,440		$	208,366

* Fiscal year for September 30, 2007 includes 9 months for comparison and does not include the purchase of Family Vacation Centers on October 18 of 2007.

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.

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.

Tourism spending in Canada increased 1.9 per cent in 2008, as outlays by Canadians at home continued to rise while those by international visitors decreased again. Statistics Canada reports spending by international visitors in Canada fell 5.4 per cent in last year, the seventh decline in eight years, bringing tourism exports to their lowest level in 13 years. Tourism outlays by Canadians at home weakened in the second half of 2008, and ended the year up 4.1 per cent from 2007, the smallest gain in four years. Tourism GDP advanced 1.8 per cent, on the strength of first-quarter gains, while tourism employment increased 1.4 per cent to 662,900, half the previous year's pace. Tourism spending in the fourth quarter edged down 0.1 per cent as outlays by Canadians continued to fall while spending by international visitors to Canada was flat. Canadians' spending on tourism in Canada slipped 0.2 per cent in the fourth quarter after declining 0.4 per cent in the third quarter - the first time tourism spending in Canada posted back-to-back declines since the SARS scare of 2003.

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 or Family Vacations travel club memberships in Canada and the United States. The goal is to focus on the management and development of the travel club’s products and services. With the acquisition of Family Vacation centers there exists very few options for growth through acquisitions in this country. With a limited growth potential in Canada investigation of opportunities in the United States 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 both its travel club memberships. 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 resort real estate based projects that 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 through its yacht the MV Spirit of Two Thousand and Ten. Penetrating and successfully operating in a given marketplace will cause the Company to investigate further and 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 Snowbird Vacations membership through their centralized service centers. This service has since been expanded to service the Family Vacations Centers members.

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, health club services and a possible combination of both to the same member. 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 has recently completed the rebuild 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 and evening dinner 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.

Life Settlements

In 2005, Forum began to investigate the business opportunities in the secondary Life Insurance market also known as “Life Settlements”. The Company has entered into the business purchasing life insurance policies from consumers actively interested in selling their policies. Forum has invested by purchasing a beneficial interest in Life Insurance policies issued in the Unites States sold by the policy holders with life expectancies of 6 to 15 years. The Company has 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 otherwise illiquid 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.

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 Alliance 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 can be no assurances the Company will be able to generate sufficient investment from borrowing, the sale of equity, or a combination thereof to grow its life Settlement division. 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 rapidly grow its business expansion. This could have a material adverse effect on the Company's planned growth. (See Item 3 Risk factors, The Company May Require Additional Capital).

Government Regulations

On September 30, 2008 the Canadian 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 was enacted in the United States on October 1, 2003.

C) ORGANIZATIONAL STRUCTURE

As of March 30, 2009, 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
Colorado River Resorts, LLC	California, USA

As of March 30, 2009, the Company also holds 54% in Colorado River Resorts LLC, Nevada 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 administrative and health club operations but may need expansion to accommodate the Spirit Yacht Charters and Life Settlement operations.

The Company operates its customer and travel services operations from an office it leases in Burlington Ontario, situated at Unit 1, 499 Brandt Street, Burlington, OntarioL7R 2G5. The Company's lease for this 660 sq. ft. space expires on September 30, 2010.

Motor Vessels

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

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

After its completion in 2009, 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.

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 year ended September 30, 2008 and period ended September 30, 2007 and the year ended December 31, 2006 and should be read in conjunction with the restated Consolidated Financial Statements of the Company for the year ended September 30, 2008 and the period ended September 30, 2007, and the year ended December 31, 2006. 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 21 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 2 to the Financial Statements for the year ended September 30, 2008. 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.

Revenue Recognition

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

Other income

During the year ended September 30, 2008, the Company entered into the life settlement industry. The Company records investments in the life settlement contracts at fair value on each balance sheet date. Any changes to fair value will be recognized in the Other Income in the period in which the changes occur. Gains from matured life insurance policies and revaluation of life settlement investments are recorded as Other Income and are excluded from Operating Income.

Impairments of Long Lived Assets

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

Accounts Receivable

The Company generates a 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.

Financial Instruments

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

Held-for-trading

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

Available-for-sale

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

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

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

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

Financial instrument	Classification

Cash and cash equivalents	Held-for-trading
Funds held in trust	Held-for-trading
Short-term deposits	Held-to-maturity
Accounts and notes receivable	Loans and receivables
Life settlement receivable	Loans and receivables
Other receivables	Loans and receivables
Investment	Available for sale
Life Settlement	Held for trading
Accounts payable and accrued liabilities	Other liabilities
Accounts payable - other	Other liabilities
Convertible debentures	Other liabilities
Long term debt	Other liabilities
Loan from related parties	Other liabilities

Selected Annual Information

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

		Year End
		2008			2007*			2006
Travel Club Memberships Sold	$	2,400,019		$	739,788		$	784,845

Amount Recognized as Revenue during the year		297,532			63,401			92,706
Membership Dues	$	2,443,758		$	1,050,116		$	1,648,637
# Travel Club Memberships Sold		1,030			275			202
Mean Average Membership Price	$	3,196		$	2,996		$	3,215

Net Income (Loss) for the period	$	(913,301	)	$	(2,212,467	)		875,355
Basic Income (Loss) per Share	$	(0.02	)	$	(0.09	)	$	0.17
Diluted Income (Loss) per Share	$	(0.02	)	$	(0.09	)		0.17

* Fiscal year for September 30, 2007 includes 9 months for comparison and does not include the October 18, 2007, purchase of Family Vacation Centers.

For the year ended September 30, 2008 Travel Club Memberships sales increased by 325% to $2,400,019 compared to ($739,788 – nine month period ended September 30, 2007, and $784,845 – year ended December 31, 2006), with amount recognized as revenue during the year ended September 30, 2008 increasing by 469 % to $297,532 ($63,401 – nine month period ended September 30, 2007, $92,706 – year ended December 31, 2006). The increased sales of club memberships and corresponding total revenue (excluding life settlement revenue) increased during the year ended September 30, 2008 by 44.5 % to $3,717,154 ($2,572,638 – nine month period ended September 30, 2007, $4,077,698 – year ended December 31, 2006) due to the acquisition of Family Vacation Centers operations in the 2008 reporting period, building of deferred revenue recognized in 2008.

For the year ended September 30, 2008, cash flow used in operations increased $323,357 due mainly to acquisition of Family Vacation Centers and consolidation of Colorado River Resorts LLC, compared to cash flows used in operating activities of $83,554 for the nine month period ended September 30, 2007, and cash flows used in operating activities of $82,228 for year ended December 31, 2006.

The Company recorded revenues from membership dues and travel club membership sold of $3,593,847 for the year ended September 30, 2008 and $2,320,916 for the nine month period ended September 30, 2007 and $3,546,965 for the year ended December 31, 2006. The Company anticipates dues to remain at the approximate level obtained in 2008 for the year ended September 30, 2009 based on increased membership levels achieved in 2008.

For the year ended September 30, 2008 a total of 1,030 travel club memberships were sold, an increase of 374 % (nine month period ended September 30, 2007 - 275, year ended December 31, 2006 - 202). For the year ended September 30, 2008 the mean average non-refundable travel club membership purchase price increased 6.6 % to $3,196 ($2,996 – nine month period ended September 30, 2007, and $3,215 – year ended December 31, 2006 as result of the Family Vacation Centers vacation club acquisition.

A net loss of $913,301 was recorded for the year ended September 30, 2008 due to the inclusion of net gain on life settlement of $5,447,464 and impairment charges totaling $3,419,163, as compared to a net loss of $2,212,467 occurred for the nine month period ended September 30, 2007. The net loss for 2007 was due largely as result of the stock-based compensation charges $2,944,536 included in wage expenses, from issuance of stock options during the fiscal period, compared with net income of $875,355 – year ended December 31, 2006. Basic earnings (loss) per share were ($0.02) for the year ended September 30, 2008 compared to a loss per share of ($0.09) for the nine month period September 30, 2007 ($0.17 – year ended December 31, 2006).

There were 28,439,611 shares issued as of September 30, 2008 and 28,409,611 issued as of September 30, 2007 and 4,644,661 (pre-split) at December 31, 2006. In April 2007 the company completed a 3-for-1 forward split increasing the outstanding shares by 9,289,322 to 13,933,983. 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 (pre-split) on December 31, 2006 to 28,433,983 at September 30, 2007. 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 because management considers these shares substantially equivalent to common stock. For the year ended September 30, 2008, the weighted average number of shares outstanding, which assumes the conversion of all Series “B” Preference convertible shares for the calculation of basic earnings-per-share is 42,359,509 and the weighted average number of shares outstanding for the calculation of fully diluted earnings-per-share is 42,359,509. In a loss year, common shares equivalents are excluded from the calculation of diluted earnings per share as the effect would be anti dilutive.

For the year ended September 30, 2008 expenses increased by 44% or $2,100,666 due mainly as a result of the acquisition of Family Vacation Centers.

General and Administration expense increased from $761,610 for the nine month period ended September 30, 2007 to $2,340,578 for the year ended September 30, 2008 mainly due to purchase and assimilation of Family Vacation Centers into the Company’s operations and consulting fees related to the development of life settlement business.

For the year ended September 30, 2008, the largest increase in General and Administrative expense of $342,563 occurred in Consulting fees to $358,171, (nine months ended September 30, 2007 - $15,608 and $53,423 – year ended December 31, 2006). The increase was the result of expenses incurred in the development of the Life Settlement business of the company during the fiscal period.

For the year ended September 30, 2008 the second largest increase in General and Administrative expense of $205,333 occurred in Rent and utility expenses to $335,529. Rent and utility related expenses for the nine months ended September 30, 2007 totaled $130,196 and $186,550 for the year ended December 31, 2006 respectively. The increase was the result of the take- over of the Family Vacation Center operations.

The second largest increase in expenses, other than General and Administrative expense, of $684,738 occurred as a result of the Company amortizing the purchased of Family Vacation memberships acquired in fiscal 2008. There were no corresponding charges of this type in previous periods.

For the year ended September 30, 2008 the largest decrease in expenses was in wages and compensation of $376,523 (2007 - $3,437,026) to $3,060,503, as there was $Nil stock based compensation expense included in wages and compensation expense in 2008 (2007 - $2,944,536, 2006 - $Nil).

The Company changed separate disclosure of direct selling expenses and discounts in the expense section of the Consolidated Statements of Operations and Deficit to “Net” Membership Sales for the period commencing January 1, 2007. For the year ended September 30, 2008 $188,751 (nine months ended September 30, 2007 - $35,399 and $93,147 for the year ended December 31, 2006 direct selling expenses were offset against membership sales revenue. Prior year results were restated for comparison purposes.

During the year ended September 30, 2008 , the Company recognized bad debt expense of $394,386 (2007 - $Nil, 2006 - $Nil) related to other receivables as a result of termination of the third party agreement to sell the Company’s vacation club membership.

B) LIQUIDITY AND CAPITAL RESOURCES

Liquidity

As of March 31, 2009 the Company had in excess of $6 Million cash on deposit. In 2008, the working capital surplus decreased $13,904,188 to working capital deficiency of ($6,371,890) primarily due to investments made in Life Settlements, Family Vacation Centers and the corresponding short term obligations for the Colorado River property investment.

In 2007, the working capital surplus increased to $ 7,532,298 compared to December 31, 2006 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 placements 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.

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 rapid long-term growth specifically the development of the Life Settlement operations additional capital is required. The Company’s 120-foot motor vessel is completed its refit and the vessel is anticipated to contributed to revenue in fiscal 2009.

Financing the work on the vessel 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 in spring of 2007. The construction loan has been converted to a 5 year permanent loan facility of $5 million USD at a rate of 7 % . The Company spent $1,881,433 in fiscal year September 30, 2007, $2,949,292 in fiscal year September 30, 2008 and another $924,038 to March 30, 2009. The Company does not currently hedge against foreign exchange or interest rate fluctuations

The Company’s total Operating Revenues for the year ended September 30, 2008 increased by $1,144,516 to $3,717,154, the increase was the result of the purchase of Family Vacation Centers operations, increased membership and travel revenue $1,272,931, and decrease in Miscellaneous Revenue $85,504 and decrease of $42,911 in Interest Received. Life settlement revenue and maturing Life Settlement gains amounting to $5,447,464 was recorded under “Other Income.” The results for the nine month period ended September 2007 and the year ended December 31, 2006 were restated to reflect the change in accounting policy on Vacations Club membership sales revenue and to comply with Canadian GAAP.

Capital Resources

The Company's capital resources are comprised primarily of financial institutions and 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 year ended September 30, 2008, cash flow used in operations decreased $177,203 or 212% to cash provided by operations of $93,649 due mainly to the acquisition of Family Vacation Centers, compared to cash flows used in operating activities of $83,554 for the nine month period ended September 30, 2007, and cash flows used in operating activities of $82,228 for year ended December 31, 2006.

Financing the work on the vessel 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 in spring of 2007. The construction loan has been converted to a 5 year permanent loan facility of $5 million USD at a fixed annual percentage rate of 7%. The Company spent $1,881,433 in fiscal year September 30, 2007, $2,949,292 in fiscal year September 30, 2008 and another $924,038 to March 30, 2009. The Company does not currently hedge against foreign exchange or interest rate fluctuations.

The Company estimates that its cash and cash equivalents and cash received in March 2009 from life settlement receivable will be sufficient to meet its capital requirements for at least the next several years. 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 delay, scale back on some planned initiatives.

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 from 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 fixed interest rate of 7%. The Company is therefore affected by changes in the Canadian dollar exchange rate. 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 year ended September 30, 2008 the Company did not receive any additional earnings related to exchange rate fluctuations. The Company does not currently hedge against either foreign exchange.

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’s historical business is providing travel services for the members of its travel clubs. A travel club membership entitles the member to access discount travel at rates marginally above the cost to the travel agency as well as vacation condominium rentals at discount rates. The Company is affected by the sales and marketing trends and uncertainties in the leisure-travel business. The Company can give no assurances that licensed marketing efforts will be successful in the future. In the alternative the Company is actively investigating other non-traditional marketing strategies that differ from the previous historical model the Company operated within.

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

As of March 30, 2009, the Company has 12,245 active family memberships, with 10,771 current and 1,474 in arrears in monthly membership dues or payments. During the last fiscal year the unit volume of new memberships of its vacation Travel Club memberships for the year ended September 30, 2008 was 1,030, compared to the nine month period ended September 30, 2007 - 275, and year ended December 31, 2006 - 202 memberships. The mean average sales price of a membership sold during the year ended September 30, 2008 remained relatively constant at $3,196 compared with $2,996 in nine month period ended September 30, 2007 and $3,215 in fiscal year ended December 31, 2006. The Company is unable to project with accuracy sales totals for the period September 30, 2009 but estimates the volume of new memberships sold significantly less than this fiscal period given the lack of active marketing operations in this present economic downturn. Sales totals for the year ended September 30, 2008 were $2,400,019 and for the nine month period ended September 30, 2007 they were $739,788, with the year ended December 31, 2006 been $784,845.

With the acquisition of Family Vacation Centers and the consolidation of the Colorado River investment, the operating costs of the company increased for the year ended September 30, 2008 to $6,885,771 compared to the nine month period ended September 30, 2007 - $4,785,105, and year ended December 31, 2006 - $3,201,890. The 44% increase or $2,100,666 is a direct result of the inclusion of Family Vacation Centers operating costs during the fiscal year.

In addition to the core travel business the Company has entered the Life Settlement market. The Company believes successful development and capture of market share in this capital intensive 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. To operate the “Business to Consumer” (B2C) Channel, 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.

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 VBT mortality tables, industry life expectancy reports and CDC reports on nationwide mortality statistics to determine an acceptable purchase price. In fiscal 2008, the Company entered the Life Settlement industry with the initial purchase of $30,930 thousand USD face value of Life Insurance policies. 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. During the third quarter of 2008 a $5 Million USD policy matured resulting in a portfolio face value of $25,930 thousand USD at a cost of $1,548,070 ($1,506,473 USD) at the end of the financial year.

The Company has completed the rebuild on its 120 feet motor vessel MV Spirit of Two Thousand and Ten. The Company had established an initial construction credit facility with Caterpillar Financial Services for up to $3 million USD which had provided funding for the project. The Company subsequently had the credit facility increased to $4.3 million USD in spring of 2007. The construction loan has been converted to a 5 year permanent loan facility of $5 million USD at a fixed annual percentage rate of 7%. The Company spent $1,881,433 in fiscal period ending September 30, 2007, $2,949,292 in fiscal year ending September 30, 2008 and another $924,038 to March 30, 2009.

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. As a new business venture the Company is anticipating charter revenue from the marketing of the yacht in fiscal 2009 but is unable at this time to accurately project any revenue amounts to be generated in this inaugural year.

The Company believes the existing travel club membership will have minimal growth if any while projecting some new revenues from charter sales operations. The corporate growth is anticipated to arise from development and implementation of its business plan for the Life Settlement market.

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, 2008:

		Expected payments by period as at September 30, 2008
								More
		Within 1 yr		2-3 yrs		4-5 yrs		than 5 yrs		Total

Accounts payable and accrued liabilities	$	897,955		–		–		–	$	897, 95 5
Accounts payable – other		1,203,277		–		–		–		1,203,277
Promissory note payable		7,602,530		–		–		–		7,602,530
Loans from related parties		1,089,032		–		–		–		1,089,032
Secured borrowings		137,321		–		–		–		137,321
Long term debt		347,341		1,042,022		1,042,022		2,070,190		4,50 1 ,575
Life settlement premiums ***		192,139		429,889		555,560		6,449,892		7,627,480
Lease and contracts		107,164		96,190		11,666		–		215,020

Total	$	11,57 6 ,759	$	1,568,101	$	1,609,248	$	8,520,082	$	23,274,190

* Contractual long term debt obligations do not include interest. In January 2009 the Company’s long term debt was converted to a $5.0 million permanent loan in US funds with Caterpillar Financial Services Corporations having a 5 year term bearing interest at fixed rate of 7% annual percentage rate.

** The amounts advanced by related parties are unsecured, non-interest bearing and does not form part of contractual obligations.

*** Life insurance premiums are future payments required to keep the insurance policies in good standing.

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
Chris Yergensen Esq Las Vegas, Nevada, USA	March 13, 1967	President and General Counsel, Panorama Towers Group, Las Vegas Nevada 2002 to present. President of Show Media LLC Las Vegas Nevada 2001 to present	Director since June 2008
Mike Barrett Portland, Oregon, USA	November 13, 1963	President of Pounce Consulting, an IT consulting company based in Orange County. Vice President of Sales and Marketing for Xavient Information Systems, Simi Valley, California and Noida, India.2006-2008 Sr. Business Development Manager, Tata Consultancy Services, Mumbai, India 2004- 2006. Executive VP, Sales & Marketing, Centerlogic, Portland Oregon 2002-2004.	Director since June 2008
Kazunari Kohno Tokyo, Japan	December 19, 1963	Member of the Board of Directors for Aegis Capital Co., Ltd 2007 to present. Associate Professor Graduate School of Media and Governance, Keio University 2002 to present.	Director since June 2008

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 2008, the Company paid $nil (period ended September 30, 2007 $nil and year ended December 31, 2006 – $nil) in consulting fees to directors or companies controlled by directors of the Company. The Company also reimbursed $112,565 ($113,297 – for the period September 30, 2007, (December 31, 2006 - $159,715) 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, 2008 are Mr. Mike Barrett, Mr. Chris Yergensen, and Mr. Kazunari Kohno. Messrs. Barrett, Yergensen, and Kohno during fiscal year 2008 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. Barrett who qualifies as an Audit Committee Financial Expert, as defined by relevant SEC rules. As previously stated, Mr. Barrett 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 March 30, 2009 and for the years ended September 30^th 2008, and 2007 and December 31, 2006:

	2009*	2008**	2007	2006
Management	3	2	2	2
Administrative Staff	7	7	6	10
Customer Service Representatives	10	10	11	16
IT / e-Commerce Personnel	1	1	1	1
Fitness Club Personnel	8	8	8	-

Notes:
(*) as at March 30, 2009.
(**) as at September 30, 2008.

E) SHARE OWNERSHIP OF MANAGEMENT

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

Name	Common	Percent of	"A"	Percent of	"B"	Percent of
	Shares⁽¹⁾	Class	Preferred	Class	Preferred	Class
			Shares⁽⁴⁾		Shares⁽⁵⁾
Scott McManus⁽²⁾	9,000,000	31.98	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	1,599,000	5.61	1,399,500	10.04	1,399,500	10.04
Mike Barrett	-	-	-	-	-	-
Chris Yergensen	-	-	-	-	-	-
Kazunari Kohno	-	-	-	-	-	-

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 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.
(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

On July 5th 2007, the Company 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 minimum exercise price of an option granted under the plan cannot be less than 80% of the market price of the common shares on the date of the grant. The Board has full discretion at the time of granting an option with respect to the term and the vesting period of the options. During the nine months ended September 30, 2007, the Company granted all 2,835,000 options available under the plan with an exercise price of $1.00, exercisable for a period of five years from the date of grant.

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 March 30, 2009:

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⁾	9,000,000	31.98	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	1,599,000	5.61	1,399,500	10.04	1,399,500	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.

(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.

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 March, 2009. 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.

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 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.

During fiscal 2008 a limousine owned by a director and officer of the Company was sold to the Company for $115,000. The Company subsequently lease financed the vehicle with the proceeds having been utilized by the Company’s general operating account.

During 2008, the Company paid $nil (nine month period ended September 30, 2007 $nil and year ended December 31, 2006 – $nil) in consulting fees to directors or companies controlled by directors of the Company. The Company also reimbursed $112,565 ($113,297 – for the nine month period ended September 30, 2007, (year ended December 31, 2006 - $159,715) 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, 2008 were $1,089,032 . 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 year ended September 30, 2008, nine-month period ended September 30, 2007, and fiscal year ended December 31, 2006 which contain an Auditors' Report dated May 13, 2009 except for note 22, dated April 24, 2010 in connection with the fiscal year ended September 30, 2008, an Auditors Report dated 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 in connection with the nine-month period ended September 30, 2007 and fiscal year ended December 31, 2006, Consolidated Balance Sheets as at September 30, 2008 and September 30, 2007, Consolidated Statements of Operations, Comprehensive Income (Loss) and Deficit, and Consolidated Statements of Cash Flows for the fiscal year ended September 30, 2008 and nine-month period ended September 30, 2007 and fiscal year ended December 31, 2006, 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. The company had in effect a public liability insurance rider that would mitigate any direct financial loss to the company in the event the company was found legally responsible in a court of law. Forum in conjunction with its insurance company has defended the claim, on the basis that it neither conducted its business from the premises at issue nor organized the seminar at issue. Forum considers the above suit frivolous, a nuisance, and without merit. Accordingly, it is not possible at this time to assess the likelihood of recovery or to estimate the possible quantum of damages.

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):

		2008	2007	2006	2005	2004
High	$	18.00	17.30	3.00	1.00	1.85
Low	$	1.75	0.50	0.24	0.17	0.15

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):

		2008					2007
	Q1	Q2	Q3	Q4		Q1	Q2	Q3	Q4
High $	18.00	11.50	5.00	4.50	$	0.83	1.00	5.20	17.30
Low $	11.75	4.01	3.75	1.75	$	0.80	0.50	0.75	4.25

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):

		2009	2009	2009	2008	2008	2008
		Mar	Feb	Jan	Dec	Nov	Oct
High	$	3.05	4.00	4.00	4.26	4.50	3.75
Low	$	2.05	2.30	2.53	2.50	3.00	1.75

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 March 30, 2009 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 March 30, 2009. The share price has traded at a high of $18.00 USD in 2008 and a low of $0.24 USD in 2006.

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.

At the Company’s last AGM June 26, 2008, shareholders were asked to consider, and if deemed advisable, to pass with or without variation, a special resolution to approve an amendment to Article No. 10.3 of the Corporation to increase the quorum requirement for shareholders meetings to 2 shareholders in person or by proxy representing not less than 33.33% of the outstanding shares of the Corporation. The resolution was passed and the directors have yet to enact the Amendment

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 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.

Effective October 18, 2007, 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 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

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.

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 private placement was made to an accredited investor.

On October 18, 2007 the Company purchased the notes receivable and vacation club memberships of Family Vacation Centers from an Ontario based Company for consideration of $3,052,866 in cash and stock.

On November 15, 2007 the Company formed “American Life Settlement Society LLC” duly formed under the laws of the state of Delaware. In fiscal 2008, the Company entered the Life Settlement industry with the initial purchase of $30,930 thousand USD face value of Life Insurance policies. 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. During the third quarter of 2008 a $5 Million USD policy matured resulting in a portfolio face value of $25,930 thousand USD at a cost of $1,548,070 ($1,506,473 USD) at the end of the financial year.

Effective November 30, 2006, the Company completed the purchase of Family Vacation Centers being the notes receivable and vacation club memberships from Family Vacation Centers Inc (“The Vendor”) in the amount of $3,052,766. The Company did not purchase the outstanding capital stock of the Vendor and no debt or obligations of the Vendor were assumed. Consideration given was cash payment in the amount of $1,849,588 and an amount $1,203,178 payable in capital stock of the company as at September 30, 2008. Due to worsening travel industry conditions the business was closed down before September 30, 2008. The company continues to operate the vacation club and derive cash flow from the notes receivable.

The assets of Family Vacation Centers at the time of acquisition were:

Purchase price	$	3,052,866

Purchase price allocation
Notes receivable		450,066

Vacation club membership		2,602,800

Total	$	3,052,866

Purchased memberships are amortized evenly over 5 years. During the year ended September 30, 2008 the company amortized $681,350 (2007 - $ nil) to revenue.

In September of 2005, the Company secured a credit facility with Caterpillar Financial Services for up to $3 million USD. The Company subsequently had the credit facility increased to an amount of $4.3 million USD. Subsequent to fiscal year end September 30, 2008 the Company converted its construction loan facility with Caterpillar Financial Services Corporation to a 5 year permanent loan facility of $5 million USD at a fixed annual percentage rate of 7%. The Company does not currently hedge against foreign exchange or interest rate fluctuations.

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 Non-Resident 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 Non-Resident 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, 2008, and we do not expect that we will be a “passive foreign investment company” for the taxable year ending December 31, 2009. (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 previously been, or currently are, 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, 2008, and we do not expect that we will be a PFIC for the taxable year ending December 31, 2009. 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

Other than described below, we are not a party to any market risk sensitive instruments other than instruments evidencing interest-bearing debt obligations as described in “Item 4 – History and Development of the Company, Material Events” and in Note 5 and Note 12 to our audited financial statements for the year ended September 30, 2008 entitled “Financial Instruments” and “Long Term Debt”, respectively.

Financial instruments

Fair value of financial instruments

The fair value of cash and cash equivalents, accounts receivable, bank indebtedness, and accounts payable and accrued liabilities corresponds to their carrying value due to their short-term nature. The carrying value of long-term debt approximates its fair value based upon the discount rates applied.

Concentration of credit risk

We grant credit to our members in the normal course of our sales and marketing of travel club memberships. The financial statements take into account an allowance for bad debts. Receivables from the proceeds of our Life Settlement operations are substantial. At September 30, 2008, one Life Settlement maturity represented 91% of total receivables.

Interest rate risk

The Company has no short term bank credit facilities. Our long term debt bears interest at a fixed rate. This is described in further detail in “Item 4 – History and Development of the Company” of this annual report and in Note 13 to our financial statements. We do not use derivative instruments to manage our exposure to interest rate risk.

Foreign exchange rate risk

A majority of our revenues are earned and premium costs incurred in the United States. However, certain selling, general and administration costs are incurred in Canada and we are therefore subject to risk due to fluctuations in exchange rates. We do not use derivative instruments to manage our exposure to foreign exchange rate risk.

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

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, 2008. 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, due to identified weaknesses in internal control noted below, 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.

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, assessed the effectiveness of internal control over financial reporting as of September 30, 2008. Based on that assessment, our management concluded that there was a material weakness in our internal control related to a lack of sufficient technical accounting expertise, which resulted in the required restatement of our results for the periods ending September 30, 2008.

Due to the limited number of personnel, our finance staff did not have sufficient technical accounting knowledge to address all complex and non-routine accounting transactions that may arise. These transactions are sometimes extremely technical in nature and require an in-depth understanding of generally accepted accounting principles. As a result of this material weakness, we were required to restate our 2008 results due to errors in the application of various accounting principles, as outlined in footnote 22 to the financial statements included in this Form 20-F.

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 previous 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.

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 and, to the best of our knowledge, we believe that the consolidated financial statements in this Form 20-F 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 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. Mr. Michael Barrett is chairman of the audit committee and is 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 BDO Canada LLP, Chartered Accountants and Advisors, located at 600 Cathedral Place, 925 west Georgia Street, Vancouver, British Columbia, Canada V6C 3L2

For the periods ended September 30, 2008 the Company was invoiced by BDO Canada LLP and September 30, 2007 the Company was invoiced by SmytheRatcliffe, the Company's previous independent auditors, for audit fees, audit-related fees, tax fees and all other fees as set forth below:

		Year Ended		Period Ended
		September		September
		30, 2008		30, 2007

Audit fees - auditing of our annual financial statements and preparation of auditors' report.	$	131,400	$	89,090

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	$	131,400	$	89,090

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 BDO Dunwoody. 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, 2008. The Audit Committee reviews with BDO Dunwoody 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, 2008 and September 30, 2007 and the consolidated statements of operations and deficit and cash flows for each of the year ended September 30, 2008, nine month period ended September 30, 2007 and the year ended December 31, 2006, 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 22 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 April 14, 2009 and May 13, 2009 and previous Auditors’ Report dated March 12, 2008 and October 28, 2009

(iii) Consolidated Balance Sheets as at September 30, 2008 and September 30, 2007.

(iv) Consolidated Statements of Operations and Deficit for the year ended September 30, 2008, nine month period ended September 30, 2007 and the year ended December 31, 2006.

(v) Consolidated Statements of Cash Flows for the year ended September 30, 2008, nine month period ended September 30, 2007 and the year ended December 31, 2006.

(vi) Notes to the Consolidated Financial Statements for the year ended September 30, 2008, nine month period ended September 30, 2007 and the year ended December 31, 2006. 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⁽³⁾
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	Subscription Agreement, Colorado River Resorts, LLC, January 1, 2008> ⁽⁵⁾
4.8	Amended and Restated Loan Agreement, Caterpillar Financial Services Corporation, February 6, 2009 ⁽⁵⁾
8.1	List of Subsidiaries
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 and 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) Incorporated by reference to Form 20-F filed with the SEC May 15th, 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: April 24, 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	F-2
Auditors’ Report dated March 13, 2009, except as to Notes 3 and 22, which is as of April 24, 2010.	F-3
Consolidated Balance Sheets as at September 30, 2008 and September 30, 2007.	F-5
Consolidated Statements of Operations, Comprehensive Income(Loss) and Deficit for the period ended September 30, 2008, September 30, 2007 and the year ended December 31, 2006.	F-6
Consolidated Statements of Cash Flows for the period ended September 30, 2008, September 30, 2007 and the year ended December 31, 2006.	F-7
Notes to the Consolidated Financial Statements for the period ended September 30, 2008, September 30, 2007 and the year ended December 31, 2006.	F-8 - - F-44

FORUM NATIONAL INVESTMENTS LTD.

September 30, 2008 and 2007 and December 31, 2006

Consolidated Financial Statements
(Expressed in Canadian dollars)

F-1

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 restated consolidated financial statements as at September 30, 2008 and 2007 and for the year ended September 30, 2008, the nine month period ended September 30, 2007 and the year ended December 31, 2006 have been audited by BDO Canada 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

April 28, 2010

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS OF FORUM NATIONAL INVESTMENTS LTD.

We have audited the consolidated balance sheet of Forum National Investments Ltd. as at September 30, 2008 and the consolidated statements of operations, comprehensive income (loss) and deficit and cash flows for the year then ended. 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 audit 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. We believe that our audit approach provides a reasonable basis for our audit opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2008 and the consolidated statements of operations and deficit and cash flows for the year ended September 30, 2008, in accordance with Canadian generally accepted accounting principles.

As described in note 22 to the consolidated financial statements, the accompanying financial statements of the Company as at September 30, 2008 and for the year then ended have been restated. We therefore withdraw our previous report dated May 13, 2009 , as originally filed.

The consolidated financial statements as at September 30, 2007 and for the nine-month period ended September 30, 2007 and the year ended December 31, 2006 were audited by other auditors, who expressed an opinion without reservation on those statements in their report, dated March 12, 2008, except for note 4(a) which is as of March 2, 2009 and note 4(b) which is as of October 28, 2009.

/s/ BDO Canada LLP

Chartered Accountants

Vancouver, Canada
May 13, 2009, except for notes 3 and 22, which is as of April 24, 2010.

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 changes in accounting policy, such as those described in note 2 to the consolidated financial statements. Our report to the shareholders dated May 13, 2009, except for notes 3 and 22, which is as of April 24, 2010. 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 consolidated financial statements.

/s/ BDO Canada LLP

Chartered Accountants

Vancouver, Canada
May 13, 2009, except for notes 3 and 22, which is as of April 24, 2010.

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS OF FORUM NATIONAL INVESTMENTS LTD.

We have audited the consolidated balance sheet of Forum National Investments Ltd. as at September 30, 2007 and the consolidated statements of operations and deficit and cash flows for the nine month period ended September 30, 2007, and the year ended December 31, 2006. 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 the results of its operations and its cash flows for the period ended September 30, 2007, and the year ended December 31, 2006 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

7th Floor, Marine Building	Fax:	604.688.4675
355 Burrard Street, Vancouver, BC	Telephone:	604.687.1231

F-4

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

		September 30,			September 30,
		2008 (restated –			2007
		note 22)
Assets

Current
Cash and cash equivalents	$	228,864		$	8,624,205
Funds held in trust		79,493			-
Short-term deposits		14,210			14,210
Amounts and notes receivable (note 18(c))		345,579			360,634
Life settlement contract receivable (note 20(d))		5,371,606			–
Other receivables		4,981			265,183
Prepaid expenses		5,738			–
Total Current Assets		6,050,471			9,264,232

Amounts and notes receivable (note 18 (c))		404,033			–
Deferred Organization Costs		258,556			149,976
Investment in Life Settlement Contracts (note 5)		3,258,993			–
Property and Equipment (note 6)		17,850,032			9,100,127
Deferred Costs, net (note 8)		1,341,034			1,491,275
Intangibles, net (note 7)		1,918,062			30,276

Total Assets	$	31,081,181		$	20,035,886

Liabilities and Shareholders’ Equity

Current
Accounts payable and accrued liabilities	$	897,956		$	491,252
Accounts payable – other (note 18(c))		1,203,277			–
Secured borrowing (note 18(c))		137,321			–
Promissory note payable (notes 3 and 22)		7,602,530			–
Deferred revenue, current portion (note 8)		1,088,003			675,895
Advances against future revenue streams (note 9)		–			8,182
Current portion of long-term debt (note 11)		363,756			227,567
Debentures (note 10)		40,486			40,486
Loans from related parties (notes 3 and 17)		1,089,032			288,552
Total Current Liabilities		12,422,361			1,731,934

Deferred Revenue (note 8)		2,404,163			1,389,678
Long-Term Debt (note 11)		4,211,715			3,988,031
Total Liabilities		19,038,239			7,109,643

Shareholders’ Equity

Capital Stock (note 12)		24,255,952			24,194,793
Contributed Surplus (note 12(e))		2,913,377			2,944,536
Deficit		(15,126,387	)		(14,213,086	)
Total Shares holders’ Equity		12,042,942			12,926,243
Total Liabilities and Shareholders’ Equity	$	31,081,181		$	20,035,886

Contingencies and Commitments (notes 15 and 16)
Subsequent events (note 20)

Approved on behalf of the Board:

/s/ Dan Clozza	Director	/s/ Martin Tutschek	Director
Dan Clozza		Martin Tutschek

See accompanying notes to consolidated financial statements.

F-5

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

					Nine-month
		Year Ended			Period Ended			Year Ended
		September 30,			September 30,			December 31,
		2008			2007			2006
		(Restated – note 22	)
Revenues
Membership and travel		3,593,847			2,320,916			3,546,965
Interest		106,364			149,275			53,251
Miscellaneous		16,943			102,447			477,482
		3,717,154			2,572,638			4,077,698
Expenses
Wages (note 12)		3,060,503			3,437,026			1,081,049
General and administration		2,340,578			761,610			1,425,227
Bad debt expense (note 4(d))		394,386			–			–
Commission costs		319,488			518,363			687,784
Amortization of property and equipment		82,854			65,957			7,830
Amortization of acquired access right		3,224			2,149			–
Amortization of purchased memberships (note 18(c))		684,738			–			–
		6,885,771			4,785,105			3,201,890

Operating Income (Loss)		(3,168,617	)		(2,212,467	)		875,808
Other Income (Expenses)
Net gain on investment in life settlement contracts (note 5)		5,447,464			–			–
Gain on settlement of debt (note 3)		46,673
Loss on sale-lease back of vehicle		(45,040	)		–			–
Foreign exchange loss		(503,784	)		–			–
Write off of access rights to wholesale priced condo accommodation (note 7)		(27,052	)		–			–
Write-down of Needles project (note 3(a))		(1,619,163	)		–			–
Impairment of property and equipment (note 6)		(1,800,000	)		–			–
		1,499,098			–			–

Income/(Loss) Before Non-controlling Interest and Income Taxes		(1,669,519	)		(2,212,467	)		875,808
Income Taxes Recovery (Expense) (note 13)		9,401			–			(453	)

Net Income (Loss) before Non-controlling interest		(1,660,118	)		(2,212,467	)		875,355
Net Loss Attributable to Non-controlling interest		746,817			–			–
Net and Comprehensive Income (loss) for the Period		(913,301	)		(2,212,467	)		875,355
Deficit, Beginning of Period		(14,213,086	)		(12,000,619	)		(12,664,990	)
Excess of purchase price over net asset (note 18 (b))		–			–			(210,984	)
Deficit, End of Period	$	(15,126,387	)	$	(14,213,086	)	$	(12,000,619	)

Basic earnings (loss) per share	$	(0.02	)	$	(0.09	)	$	0.17
Diluted earnings (loss) per share	$	(0.02	)	$	(0.09	)	$	0.17

Weighted average number of common shares outstanding (note 12 (b))

See accompanying notes to consolidated financial statements.

F-6

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

					Nine-month
		Year Ended			Period Ended			Year Ended
		September 30,			September 30,			December 31,
		2008			2007			2006
Operating Activities		(Restated – Note 22	)
Net income/(loss)	$	(913,301	)	$	(2,212,467	)	$	875,355
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net gain on investment in life settlement contracts		(5,447,464	)		–			–
Non-controlling interest		(746,817	)		–			–
Deferred vacation membership revenue		(973,426	)		(829,254	)		(1,299,300	)
Deferred vacation membership commission costs		150,240			416,063			687,784
Amortization of property and equipment		82,854			65,957			7,830
Amortization of intangible assets		687,962			2,149			–
Loss on sale-lease back of vehicle		45,040			–			–
Write off of intangibles		27,052			–			–
Write down on Needles project		1,619,163			–			–
Impairment of property and equipment		1,800,000			–			–
Bad debt expense		394,386			–			–
Accrued interest on loan from related party		53,820			–			–
Gain on settlement of debt		(46,673	)		–			–
Revenue recognized on advances against future revenue streams		–			(17,139	)		(67,680	)
Stock-based compensation		–			2,944,536			–
Unrealized foreign exchange gain		503,784			(644,350	)		–
(Increase) decrease in amounts, notes and other receivables		(73,096	)		171,663			(144,206	)
(Increase) decrease in prepaid expenses		(5,738	)		12,208			11,600
Decrease in inventory - condos		–			–			3,433
(Increase) decrease in deferred costs		–			(554,543	)		(517,843	)
Increase (decrease) in accounts payable and accrued liabilities		398,523			(177,763	)		(452,395	)
Increase (decrease) in deferred revenue		2,400,019			739,386			894,216
Increase (decrease) in secured borrowing		137,321			–			–
Decrease in deferred gain		–			–			(81,022	)
Cash Provided by (Used in) Operating Activities		93,649			(83,554	)		(82,228	)

Investing Activities
Cash on-hand upon acquisition		814,003			–			–
Short-term investment		–			–			(10,710	)
Purchase of property and equipment		(5,183,301	)		(1,882,212	)		(2,689,738	)
Purchase of Family Vacation Center		(1,849,589	)		–			–
Purchase of intangible property		–			(32,425	)		–
Purchase of investment in life settlement contracts		(1,788,567	)		–			–
Payment of investment life settlement premiums		(1,118,127	)		–			–
Organization costs		(108,580	)		(149,976	)		–
Cash Used in Investing Activities		(9,234,161	)		(2,064,613	)		(2,700,448	)

Financing Activities
Net proceeds received on share issuance		30,000			9,391,996			–
Amounts due to (from) related parties		309,448			–			199,684
Loans from related parties		375,689			(42,047	)		91,223
Current portion of long-term debt		16,415			178,304			49,263
Long-term debt		102,576			602,866			2,704,525
Reduction in capital stock on disposal of asset		–			–			(350,000	)
Adjustment to accumulated deficit		–			–			(210,984	)
Cash Provided by Financing Activities		834,128			10,131,119			2,483,711
Effect of foreign exchange on cash		(88,957	)		–			–
Increase (Decrease) in Cash		(8,395,341	)		7,982,952			(298,965	)
Cash and Cash Equivalents, Beginning of Period		8,624,205			641,253			940,218

Cash and Cash Equivalents, End of Period	$	228,864		$	8,624,205		$	641,253

Supplemental cash flow information (note 19)
See accompanying notes to consolidated financial statements

F-7

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

1.	Nature of Operations and Ability to Continue as a Going Concern

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

	The Company earns revenue from investments in life settlement contracts, the sale of travel and fitness club membership and monthly dues from the members of its travel and fitness clubs. As at September 30, 2008, the Company has accumulated deficit of $15,126,387 and working capital deficiency of $6,371,890. The Company anticipates incurring substantial expenditures to further develop its investment in the life settlement business. Also, the continued existence of the Company is dependent upon its ability to generate profit from its vacation club business lines to meet its obligations as they become due. In March 2009, the Company received payment of US$5M on its life settlement receivable. The Company intends to finance the future capital required to acquire life settlement contracts and continued operations from a combination of traditional debt, equity markets and cash flow from operations. However, there is no assurance that (a) traditional debt and equity markets may b e accessible as required, or if so, on acceptable terms and, or (b) the demand for and selling prices of the Company’s products, may not be sufficient to meet cash flow expectation. The outcome of these matters cannot be predicted with certainty and therefore the Company may not be able to continue operations as planned. These amended consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

2.	Significant Accounting Policies

	(a)	Basis of presentation

		These consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) and include the accounts of the Company and the following 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 19)	British Columbia, Canada	December 31, 2006
Price Shield Systems Inc. (note 18)	Washington State, USA	February 27, 2007
American Life Settlement Society LLC	State of Delaware, USA	November 15, 2007
Colorado River Resorts, LLC	California, USA	January 1, 2008

F-8

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

2.	Significant Accounting Policies (continued)

	(a)	Basis of presentation (continued)

		All significant intercompany balances and transactions have been eliminated.

		As described in note 21, Canadian GAAP differs in certain material aspects from accounting principles generally accepted in the United States (“US GAAP”).

	(b)	Revenue recognition

		The Company generates revenues from the sale of memberships and dues. In accordance with CICA HB 3400, Revenue, the portion of revenue received from members, which entitles members to use the Company’s vacation and travel club privileges at a future date, is deferred and recognized in income evenly over the term of the member’s entitlements.

		For lifetime memberships, revenue is recognized over a period of five years, which is management’s best estimate of the period over which performance will be required.

	(c)	Other income

		Net gain on life settlement contracts

		During the year ended September 30, 2008, the Company entered into the life settlement industry. The Company recorded investments in the life settlement contracts at estimated fair value on each balance sheet date. Any changes to fair value will be recognized in the statements of operations in the period in which the changes occur. Gains from matured life insurance policy investments and revaluation of life settlement investments are recorded in Other Income.

	(d)	Stock-based compensation

		The Company follows the recommendations of the Canadian Institute of Chartered Accountants (“CICA) for stock-based compensation and other stock-based payments. The Company accounts for stock options granted to directors, employees and consultants using the fair value method. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model and charged to earnings over the vesting period with a corresponding increase in contributed surplus. Upon exercise of the stock options, consideration received together with the amount previously recognized in contributed surplus is recorded as an increase to capital stock.

F-9

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

2.	Significant Accounting Policies (continued)

	(e)	Property and equipment

		Property and equipment are stated at cost. Amortization is provided on a straight-line basis in order to amortize the cost of depreciable assets over their estimated useful lives. For assets constructed internally, amortization is charged once the asset is complete and brought into use.

		For assets that are under construction, the Company evaluates recoverability when circumstances indicate that the carrying value of an asset may not be recoverable. Estimates of recoverability are based on undiscounted cash flows that is expected from the use and eventual disposition of the assets or when there is no undiscounted cash flows, the fair value of the asset on the reporting date. When impairment in value is noted, the carrying value of the property and equipment is reduced by a charge to operations.

		The annual rates applied are as follows:

Asset	Basis	Rate

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

	(f)	Deferred organization costs

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

	(g)	Purchased intangibles

		The Company defers and amortizes the cost of purchased intangibles, which consists of a license to purchase condo accommodation at wholesale prices. Amortization is provided on a straight-line basis over a period of ten years. Purchased vacation memberships are amortized over their expected useful life, up to 5 years.

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

	(h)	Foreign currency translation

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

F-10

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

2.	Significant Accounting Policies (continued)

	(h)	Foreign currency translation (continued)

		Assets and liabilities of self-sustaining operations in foreign currencies are translated into Canadian dollars at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at average exchange rates for the year. Unrealized gains or losses on translations of self-sustaining operations conducted in foreign currencies are shown as currency translation adjustments, a component of other comprehensive earnings.

		The Company’s integrated operations, translate monetary assets and liabilities denominated in foreign currencies at exchange rates in effect at the balance sheet date and non-monetary items at historical rates. Revenues and expenses are translated at the exchange rate at the date of the transactions. Gains and losses on translation are included in the income statement.

		The Company has determined that all of its subsidiaries are integrated foreign operations.

	(i)	Advances against future revenue streams

		The Company has entered into arrangements whereby future streams of certain financed membership cash flows are sold to a third party (“Lender”) while the Company is committed to provide the future services under these membership contracts. The Company receives cash proceeds on the sale at a discount to the future proceeds that the Lender is expected to receive from the customers. The Lender has recourse against the Company should the amounts become uncollectible, and the Company establishes a reserve for such amounts. For accounting purposes, the discounted proceeds have been recorded as a liability at the time of the transaction (note 9), 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 2(b)).

	(j)	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 because management considers these shares substantially equivalent to common stock. Management believes the Series “B” preferred shares are not “contingently issuable shares” and do not constitute a barrier to conversion. Series “B” preferred convertible shares are without par value, are convertible to one common share for each preferred share held, have no rights to dividends, voting, profit sharing, or liquidation.

		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 events have 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. See note 12(b) for calculation of weighted average share outstanding for calculation of diluted earnings per share. In a loss year, the common share equivalents are not included in the calculation of diluted earnings per share as the effect would be anti dilutive.

F-11

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

2.	Significant Accounting Policies (continued)

	(k)	Income taxes

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

	(l)	Impairment of long lived assets

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

	(m)	Investment in Life Settlement Contracts

		Cash flows relating to the acquisition of the Company’s investment in Life Settlement contracts and premiums are recognized as investing activities in the statement of cash flows. Proceeds from the maturity of a life settlement contract will be shown as cash-inflows from investing activities, with realized gains on maturity of life settlement policies shown as a reconciling item in the determination of net cash provided by operating activities.

	(m)	Use of estimates

		The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of estimates include the valuation of amounts and notes receivable, impairment of long lived assets, including assets under construction and intangible assets, rates for amortization and revenue recognition, balances of accrued liabilities, income taxes provision, valuation allowance for future income tax assets, and the determination of the variables used to estimate fair value of investments in life settlement contracts and stock-based compensation. While management believes the estimates used are reasonable, actual results could differ from those estimates and could impact future results of ope rations and cash flows.

	(n)	Cash and cash equivalents

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

F-12

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

2.	Significant Accounting Policies (continued)

	(o)	Deferred costs

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

	(p)	Comprehensive income

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

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

	(q)	Business Segment

		The Company operates in one reporting segment, the travel and vacation club. All of the Company’s operations, assets and employees are located in Canada.

		The Company also invests in life settlement contracts in the United States. However, as at September 30, 2008, the life settlement business does not constitute a clearly identifiable business segment.

	(r)	Adoption of new accounting standards - Financial instruments

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

		Held-for-trading

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

F-13

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

2.	Significant Accounting Policies (continued)

	(r)	Adoption of new accounting standards – Financial instruments (continued)

		Available-for-sale

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

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

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

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

	Financial instrument	Classification

	Cash and cash equivalents	Held-for-trading
	Funds held in trust	Held-for-trading
	Short-term deposits	Held-to-maturity
	Accounts and notes receivable	Loans and receivables
	Life settlement contract receivable	Loans and receivables
	Other receivables	Loans and receivables
	Investment in life settlement contracts	Held-for-trading
	Accounts payable and accrued liabilities	Other liabilities
	Accounts payable - other	Other liabilities
	Convertible debentures	Other liabilities
	Secured borrowings	Other liabilities
	Long term debt	Other liabilities
	Promissory note payable	Other liabilities
	Loan from related parties	Other liabilities

F-14

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

2.	Significant Accounting Policies (continued)

	(r)	Adoption of new accounting standards - Financial instruments (continued)

		Presentation and Disclosure

		Effective 1 January 2008, CICA Handbook Sections 3862, Financial instruments – disclosures, and 3863, Financial instruments – Presentation. These new sections represent a revision and enhancement to Section 3861, Financial instrument – Presentation and disclosure. Under the new standards, the Company is required to disclose information about the significance of financial instruments for its financial position and performance and qualitative and quantitative information about its exposure to risks arising from financial instruments, as well as management’s objectives, policies and processes for managing such risks. The adoption of these standards did not have an impact on the classification and valuation of financial instruments. The new disclosures resulting from the adoption of these standards are included in note 5.

		Capital Disclosures

		Section 1535 establishes standards which require companies to disclose their objectives, policies and processes for managing capital, quantitative data about what the entity regards as capital, and whether companies have complied with externally imposed capital requirements and, if not in compliance, the consequences of such non- compliance. See note 14.

	(s)	Recently released new Canadian accounting standards

		i. Goodwill and Intangible Assets – Section 3064

		In February 2008, the CICA issued Section 3064, “Goodwill and Intangible Assets”, which replaces Section 3062, “Goodwill and Other Intangible Assets”. This new standard provides guidance on the recognition measure, presentation and disclosure of goodwill and intangible assets and is effective beginning January 1, 2009. Concurrent with the adoption of this standard, EIC-27, “Revenues and Expenditures in the Pre-Operating Period”, will be withdrawn. The Company is currently assessing the impact of this standard on its consolidated financial statements.

		ii. International Financial Reporting Standards ("IFRS")

		In 2006, the Canadian Accounting Standards Board ("AcSB") published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008 the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada's own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended December 31, 2010. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

F-15

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

3.	Investment in Colorado River Resorts LLC

	In January 2008, the Company acquired a 54% interest in the Colorado River Resorts, LLC, (the “LLC”) a real estate development project in Needles, California, for a price of US $1.0 million. The project was for the acquisition of the property, the preparation, design and engineering studies for the subdivision and sale of paper lots. Deterioration of the real estate market in the southern United States required the Company to revalue the investment and recognized an impairment of the investment. An original charge against income in the amount of $250,876 was made for the year ended September 30, 2008.

	Per Note 22, the Company has restated the presentation of the investment in the Colorado River Resorts, LLC to consolidate the net assets and results of operations of the LLC from the date of acquisition of , which had previously been presented as an investment and was accounted at cost. At the time of the investment, the net financial position of the LLC was a deficit; net liabilities were comprised substantially of cash and a deposit on the proposed property acquisition offset by a loan payable. The initial investment in the LLC did not represent the acquisition of a business, and accordingly was not accounted for as a business combination. As the LLC was in a net deficit position, the purchase price adjustment of $206,031 representing cumulative general and administrative expenses of the LLC were written off.

	Subsequent to the initial investment, the LLC entered into a sale and purchase agreement to acquire land for future development. The arm’s length acquisition was financed through cash of $2,108,032 (US$1,988,897), and a five year vendor take-back promissory note payable of $7,331,196 (US $6,916,875).

	The promissory note payable was an interest only note, payable quarterly and was secured solely by a first priority charge on the property. The note interest rate was 5% annually for years 1 to 4, and 7.5% in year 5, with no prepayment penalty for early repayment. Subsequent to September 30, 2008, the Company received a ‘Notice of Default’ from the note holder, wherefore the note holder proceeded with foreclosure on the property in settlement of the note payable, which was approximately $7.3 million USD at the time of foreclosure.

	The deterioration of the real estate market in the southern United States by the end of fiscal 2008 triggered an impairment analysis of the investment in the property. The asset group included the property and the related mortgage for which the property was the only source of cash flow to pay the liability. The fair value of the property, based on an independent appraisal, had deteriorated below the value of the outstanding mortgage and therefore the fair value of the asset group was determined to be zero, Accordingly, upon restatement, an additional write down of the property of $1,368,287 was recognized in 2008.

	As at September 30, 2008, the LLC also owed $491,031 to a Company owned by a director of the Company in loans payable. This loan bears interest at 15% per annum, compounded 1st day of each 30 day period and was due on June 20, 2008. The loan is guaranteed by two members of the LLC personally and the LLC is negotiating with the related party to settle the loan.

	During the year ended September 30, 2008, a LLC guarantor repaid $46,673 (US$45,830) of the loan and accrued interest to the related party. As such the LLC was released from its legal obligation of repaying that amount to the related party creditor or to the guarantor. Consequently, the amount was recorded as a gain on settlement of debt.

F-16

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

4.	Financial Instruments

	The Company’s financial instruments and the types of risks to which their carrying values are exposed are as follows:

				Risks
				Market risks
	Credit	Liquidity	Interest rate	Currency
Measured at amortized cost:
Accounts & notes receivable	X			X
Other receivables	X			X
Life settlement receivable	X			X
Accounts payable and accrued liabilities		X		X
Note payable		X
Convertible debentures		X		X
Long term debt		X		X
Secured borrowings		X		X
Promissory note payable		X		X
Loans from related parties		X		X

Measured at fair value:
Cash and cash equivalents	X			X
Funds held in trust	X			X
Short- term deposits	X
Investment in life settlement contracts	X			X

	(a)	Credit risk

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

		September
		30, 2008

Cash and cash equivalents	$	228,864
Funds held in trust		79,493
Short-term deposits		14,210
Accounts and notes receivable		749,612
Life settlement receivable		5,371,606
Other receivables		4,981

Total	$	6,448,766

F-17

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

4.	Financial Instruments (continued)

	(a)	Credit risk (continued)

		Cash and cash equivalents and short term deposits: Credit risk associated with these assets is minimized substantially by ensuring that these financial assets are placed in debt instruments of the well-capitalized financial institutions. Funds held in trust are funds held by a director, held in trust to repay loans from related parties on October 1, 2008.

		Amounts and notes receivable and other receivables: Credit risk associated with these assets is minimized due to their nature. All notes receivable are carried a net after allowing for bad debts and unearned interest. The provision for doubtful amounts receivable is an estimate based on an assessment of individual accounts and the length of time balances have been outstanding. As of September 30, 2008 the allowance for doubtful accounts totaled $150,557 (2007 $ 96,530).

		Life settlement receivable and investments in life settlements : Credit risk associated with this asset is minimized by ensuring investments are made in instruments from well-capitalized insurance institutions.

	(b)	Liquidity risk

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

		Expected payments by period as at September 30, 2008
								More
		Within 1 yr		2-3 yrs		4-5 yrs		than 5 yrs		Total

Accounts payable and accrued liabilities	$	897,955		–		–		–	$	897,955
Accounts payable – other		1,203,277		–		–		–		1,203,277
Promissory note payable		7,602,530		–		–		–		7,602,530
Loans from related parties		1,089,032		–		–		–		1,089,032
Secured borrowings		137,321		–		–		–		137,321
Long term debt		347,341		1,042,022		1,042,022		2,070,190		4,501,575
Life settlement premiums *		192,139		429,889		555,560		6,449,892		7,627,480
Lease and contracts		107,164		96,190		11,666		–		215,020

Total	$	11,576,759	$	1,568,101	$	1,609,248	$	8,520,082	$	23,274,190

* Life insurance premiums are future payments required to keep the Company’s investments in life settlement insurance contracts in good standing.

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

F-18

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

4.	Financial Instruments (continued)

	(c)	Market risk

		Market risk is the risk that fair value or future cash flows of financial instruments will fluctuate because of changes in interest rates, other market prices, and/or foreign currency exchange rates. With exception of its’ construction loan to complete overhaul of the motor vessel, the carrying amounts of the Company’s financial instruments are not subject to interest rate risk. Subsequent to year end the construction loan has been converted to a term loan having a fixed interest rate. Investments in life settlement contracts are measured at fair value on each balance sheet date. Market risks associated with the financial standing of the issuer and changes in economic conditions affecting the issuer may affect the fair value of such financial instruments.

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

	Foreign Currency Risk (1)
		-10% ⁽¹⁾			+10%(1)
	Carrying	Net			Net
	amount
	September 30,	earnings		OCI (2)	earnings		OCI
	2008
Financial assets
Cash and cash equivalents	145,029	(14,503	)	–	14,503		–
Funds held in trust	79,493	(7,949	)	–	7,949		–
Life Settlements contract receivable	5,371,606	(537,161	)	–	537,161		–
Investment in life settlement contracts	3,258,993	(325,899	)	–	325,899		–
Financial liabilities
Long term debt – current	363,756	36,376		–	(36,376	)	–
Promissory note payable	7,602,530	760,253		–	(760,253	)	–
Long term debt – non current	4,211,715	421,172		–	(421,172	)	–
Total (decrease) increase		332,289		–	(332,289	)	–

	(1)	Displayed is the effects on the Company’s US dollar denominated financial assets and liabilities if the value of the US $ increases or decreases by 10%

	(2)	OCI – “Other comprehensive income

The Company is exposed to currency risk in relation to their US dollar financing referred to in note 11 and the Life Settlement investments (note 5) denominated in US dollars. The Company has not entered into any foreign currency contracts to mitigate this risk.

F-19

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

4.	Financial Instruments (continued)

	d)	Fair value

		Carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, short-term investments, accounts and notes receivable, life settlements, 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 comparable market rates are not available.

		Other receivables were impaired by termination of the third party agreement to sell the Company’s Vacation club memberships. An amount of $394,386 from Other Receivables was charged to income during the year ended September 30, 2008 (Nine months ended September 30, 2007 – Nil, year ended December 31, 2006 – Nil).

5.	Investments in Life Settlement Contracts

	The Company purchases a beneficial interest in life settlement contracts for long term investment purposes and accounts for these investments under CICA HB 3855. The Company designated the investments in life settlement contracts as held-for-trading and are recorded at fair value on each reporting date. As of September 30, 2008 the Company has the following investment in life settlement contracts:

	The table below summarizes the attributes of outstanding life settlement contracts at September 30, 2008:

	Quantity	Carrying	Face
Year	of	value	value (US $)
	contracts

2008	5	$3,258,993	$25,930,000

For the fiscal period presented on the current statement of operations and deficit, year ended September 30, 2008, the nine months ended September 30, 2007 and year ended December 31, 2006, the investments experienced the following gains:

		Realized		Unrealized
Year		Gains		Gains
		(Losses)		(Losses)

2006	$	-	$	-
2007	$	-	$	-
2008	$	3,736,541	$	1,710,923

F-20

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

5.	Investments in Life Settlements (continued)

	Fair value is estimated in good-faith based on information available to the Company at each period end. The Company considered the following factors: cost at date of purchase; recent purchases and sales of similar investments, financial standing of the issuer, changes in economic conditions affecting the issuer; standard, actuarially developed mortality tables and industry life expectancy reports considering information from an independent actuary.

	Assumptions : The fair value of life settlement contracts are estimated using present value calculations, with the following weighted average assumptions:

		September 30,
		2008

	Average age of insured	79 years
	Average remaining life expectancy	10 years
	Expected insurance premium growth rate	5%
	Average maturity value	USD $5,200,000
	Mortality rates	Standard Life Expectancy
	Discount rate	10%

6.	Property and Equipment

				Accumulated				Net Book
September 30, 2008		Cost		Amortization		Impairment		Value

Motor vessel	$	11,746,281	$	–	$	1,800,000	$	9,946,281
Vehicles		75,000		10,417		–		64,583
Equipment		217,311		76,955		–		140,356
Computers		7,737		5,628		–		2,109
Leasehold improvements		147,792		53,619		–		94,173
Land		9,221,693		–		1,619,163		7,602,530

	$	21,415,814	$	146,619	$	3,419,163	$	17,850,032

				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

F-21

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

6.	Property and Equipment (continued)

	At September 30, 2008, the Company’s motor vessel is under construction and its cost is therefore not being amortized.

	The Company recognized an impairment loss on the carrying value of the motor vessel that was under construction during the year, in the amount of $1,800,000. As the motor vessel has not been in use, the Company was unable to prepare a discounted cash flow analysis to determine the value in use. As an alternative the fair value of the motor vessel was determined based on the amortized replacement cost. Under the amortized replacement cost method, the replacement costs for significant components of the motor vessel were obtained, and depreciated to current market value based on a review by an independent specialist marine surveyor.

7.	Intangibles

	As of September 30, 2008, the Company had finite-lived intangible assets which totaled $1,918,062, net of accumulated amortization of $684,738. At September 30, 2008, the Company had one finite-lived intangible asset which consisted of vacation club memberships acquired from Family Vacation Centers on October 18, 2007 as discussed further in Note 18 to these consolidated financial statements. These intangible assets are allocated to the Company’s Vacation Club business segment.

	During the nine-month period ended September 30, 2007, the Company had acquired access rights to wholesale priced condo accommodation which, as at September 30, 2007, totaled $32,425, net of accumulated amortization of $3,224 as at September 30, 2008 (2007 - $2,149). 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 and an increase in deficit of $30,276 (year ended December 31, 2006 - $nil) (Note 21).

		September			September
		30, 2008			30, 2007

Purchased access rights to wholesale price condo (note 3)	$	32,425		$	32,425
Accumulated amortization		(5,373	)		(2,149	)
Impairment write-down		(27,052	)		-
Vacation club memberships		1,918,062			-

	$	1,918,062		$	30,276

F-22

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

8.	Deferred Revenue and Costs

		September		September
		30, 2008		30, 2007
Deferred membership sales	$	3,492,166	$	2,065,573
Less: Current portion		1,088,003		675,895
	$	2,404,163	$	1,389,678
Deferred costs	$	1,888,695	$	1,907,338
Accumulated amortization		547,661		416,063
	$	1,341,034	$	1,491,275

	The deferred membership sales and dues relates to the portion of revenue, which entitles members to use the Company’s vacation and travel club privileges at a future date up to September 30, 2013. Life time memberships are amortized over 5 years, management’s best estimate, based on historical data, of the period over which performance will be required. The revenue is recognized as indicated in note 2(b).

	Deferred commission expenses are recognized and amortized as indicated in note 2(o).

	During 2008, the Company entered into travel club membership agreements with a total value of $2,400,019 (2007 - $739,788; 2006 - $784,845). As described in note 2(b), the revenue from these memberships are recognized in the year of purchase evenly over the term of the membership.

9.	Advances against Future Revenue Streams

	During the year ended September 30, 2008, the Company sold future streams of revenue as described in note 3(h). The activity is summarized as follows:

		September			September
		30,			30,
		2008			2007

Balance, beginning of period	$	8,182		$	25,321
Recognition of membership revenues during the period		(8,182	)		(17,139	)

Balance, end of period	$	–		$	8,182

10.	Debentures

	Between April 19 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 and December 15, 2002, are no longer convertible, no longer continue to bear interest and $34,310 remained unpaid since that date. The Company has been unable to contact the debenture holders. The holder of a debenture had the right at any time after the issuance until maturity to voluntarily 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, 2008 and 2007, accrued interest on the debentures amounted to approximately $6,176.

F-23

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

11.	Long-Term Debt

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

		September			September
		30, 2008			30, 2007
Construction loan in US funds to complete vessel refit project, convertible into a term loan at completion bearing interest at a 7% annual percentage rate for a 5 year term	$	4,504,575		$	4,215,598
Lease financing against motor vehicle		70,896			–
Less: Current portion		(363,756	)		(227,567	)
Long-term portion	$	4,211,715		$	3,988,031

The construction loan and permanent loan are secured by the motor vessel and by a personal guarantee from two of the directors of the Company. Interest on the Construction loan is capitalized in the Property and Equipment balance. Interest capitalized for year ended September 30, 2008 is $307,917 (nine month period ended September 30, 2007 – 361,376)

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

The expected repayments of long term debt for the five following twelve month periods ended September 30, 2008 are as follows:

		Construction		Vehicle lease		Total
		loan
2009	$	347,341	$	16,415	$	363,756
2010		521,011		14,482		535,493
2011		521,011		39,999		561,010
2012		521,011		-		521,011
2013		521,011		-		521,011
Thereafter		2,073,190		-		2,073,190

Total long term debt	$	4,504,575	$	70,896	$	4,575,471

F-24

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

12.	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” - Preferred convertible shares without par value (convertible to 50% of the number of fully diluted common shares after conversion); and
			14,000,000 Series “B” - Preferred convertible shares without par value (convertible to one common share for each preferred share held).

	(b)	The issued capital stock of the Company is as follows: 13,933,983 Series “A” preferred shares for no consideration 13,933,983 Series “B” preferred shares for no consideration, and common shares as follows:

	Number of
	Common
	Shares			Amount

Balance, December 31, 2006, as reported	4,644,661		$	14,802,797
Common shares corrrection	(8,124	)		–
Balance, December 31, 2006, as restated	4,636,537		$	14,802,797
Forward share split - 3-for-1 (i)	9,273,074			–
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	28,409,611			24,194,793
Stock options exercised	30,000			61,159

Balance, September 30, 2008	28,439,611		$	24,255,952

	(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).

F-25

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

12.

Capital Stock (continued)

(b)

(continued)

Weighted average outstanding common stock for the calculation of earnings (loss) per share for each of the period presented:

	Year ended	Nine months	Year ended
	September 30,	ended	December 31,
		September
	2008	30, 2007	2006

Basic	28,425,526	18,477,377	5,073,714
Options outstanding	-	-	-
Series “B” preferred shares conversion	13,933,983	4,899,862	-
Diluted common stock equivalent *	42,359,509	23,377,239	5,073,714

* For the years ended September 30 2009, the nine month period ended September 30, 2008, and the year ended December 31, 2006, outstanding stock options and preferred shares were not included in the calculation of diluted earnings (loss) per share as their effect would be anti dilutive.

		Diluted weighted average common stock includes common stock issuable if Series A and Series B preferred shares are converted and 2,805,000 stock options outstanding are exercised assuming that any proceeds would be used to purchase common stocks at the average market price during the period.

	(c)	Options

		The Company did not expand the stock option plan during the year under review after reserving 2,850,000 shares in the common stock of the Company for the nine month period ended September 30, 2007 (year ended December 31, 2006 - $nil). The options vested immediately, exercisable at $1 per share and will expire in July 2012. No options were granted during the year ended September 30, 2008.

	(d)	Stock-based compensation

		Stock-based compensation costs of $nil for the year ended September 30, 2008. Included in wages expense for the nine month period ended September 30, 2007, is stock-based compensation costs of $2,944,536 (year ended December 31, 2006 - $nil) for options granted to directors, employees and consultants of the Company.

F-26

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

12.	Capital Stock (continued)

	(d)	Stock-based compensation (continued)

		The table below summarizes the outstanding stock options as at September, 30 2008 and 2007:

	Number			Exercise
	of Options			Price (US $)

Balance, January 31, 2007	–		$	–
Granted during the nine month period ended September 30, 2007	2,835,000			1.00

Balance, September 30, 2007	2,835,000		$	1.00
Exercised during the year ended September 30, 2008	(30,000	)	$	1.00

Balance, September 30, 2008	2,805,000		$	1.00

The table below summarizes the attributes of the outstanding stock options as at September 30, 2008:

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

$1.00	2,805,000	3.75 years	2,805,000	$ 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, January 01, 2007	$	–
Stock-based compensation		2,944,536
Balance, September 30, 2007		2,944,536
Stock option exercised		(31,159	)
Balance, September 30, 2008	$	2,913,377

F-27

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

13.	Income Taxes

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

					Nine month
		Year ended			period ended			Year ended
		September 30,			September 30,			December 31,
		2008			2007			2006

Statutory income tax rate		31.5%			33.9%			33.8%

Statutory rate applied to income (loss) from operations before income taxes	$	(525,900	)	$	(750,026	)	$	296,023
Permanent differences		(1,707,977	)		1,007,468			20,058
Cost (benefit) of previously unrecognized tax pools		2,321,321			(145,279	)		(315,628	)
Tax effect of depreciation and amortization in excess of capital cost allowance		(96,845	)		(112,163	)		–

Income tax expense (recovery)	$	(9,401	)	$	–		$	453

Comprising:

Income taxes (recovery) expense – current	$	(9,401	)	$	–		$	453
Income taxes – future	$	–		$	–		$	–

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

		September 30,			September 30,
		2008			2007

Future income tax assets:
Non-capital loss carry forwards	$	1,857,000		$	1,397,920
Capital loss carry forwards		154,000			378,127
Cumulative eligible capital		430,000
Excess (deficiency) of tax cost over book value of tangible and intangible assets		554,000			178,155


		2,995,000			1,954,202
Valuation allowance		(2,995,000	)		(1,954,202	)

Future income taxes, net	$	–		$	–

F-28

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

13.	Income Taxes (continued)

	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 $7,428,000 available to reduce future years’ taxable income expiring between 2008 and 2028.

	The Company has a capital loss carry-forward of approximately $614,000.

	The accounting estimates related to the liability for uncertain tax positions require us to make judgments regarding the sustainability of each uncertain tax position based on its technical merits. If we determine it is more likely than not a tax position will be sustained based on its technical merits, we record the impact of the position in our audited consolidated financial statements at the largest amount that is greater than 50% likely of being realized upon ultimate settlement. These estimates are updated at each reporting date based on the facts, circumstance and information available.

	Actual income tax expense, income tax assets and liabilities could vary due to future changes in income tax laws, significant changes in the taxability of certain proceeds received by the Company particularly between Canadian and US jurisdictions, or unpredicted results from the final assessment of each year’s liability, if any, by various taxing authorities.

14	Capital Management Policy

	The Company’s objective when managing capital are; to safeguard the Company’s ability to continue as a going concern in order to achieve profitable operations and to maintain optimal capital structure, while ensuring the Company strategic objectives are met; and to provide an appropriate return to shareholders relative to the risk of the Company’s underlying assets.

	The Company considers the items included in shareholders’ equity as capital.

15.	Commitments

	In addition to other obligations disclosed elsewhere:

	(a)	The Company has commitments in respect of operating leases and a note payable with regards to the land purchase with total aggregate payments due of approximately $7,501,976 (September 30, 2007 – $190,867). Payments due in each of the next five years are as follows:

2009	$	7,409,240
2010		67,718
2011		13,352
2012		6,333
2013		5,333
Total	$	7,501,976

F-29

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

15.	Commitments (continued)

	(b)	The Company has commitments in respect of office leases with total aggregate payments due of approximately $44,240 (September 30, 2007 – $105,832). Payments due in each of the next two years are as follows:

2009	$	29,120
2010		15,120

Total	$	44,240

16.	Contingent liability

	The Company has been named as a defendant with respect to injuries sustained at a travel seminar organized by a person licensed to sell travel memberships on behalf of the Company. Forum in conjunction with its insurance company has defended the claim, on the basis that it neither conducted its business from the premises at issue nor organized the seminar at issue. Forum considers the above suit frivolous, a nuisance, and without merit. Accordingly, it is not possible at this time to assess the likelihood of recovery or to estimate the possible quantum of damages. The Company has liability insurance to mitigate any financial loss to the Company.

17.	Related Party Transactions

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

	(a)	During 2008, the Company paid $nil (nine month period ended September 30, 2007 $nil and year ended December 31, 2006 – $nil) in consulting fees to directors or companies controlled by directors of the Company. The Company reimbursed $112,565 (nine month period ended September 30, 2007 $113,297 and year ended December 31, 2006 – $159,715) to directors for expenditures made on behalf of the Company.

	(b)	At September 30, 2008, directors and officers advanced $598,001 (nine month period ended September 30, 2007 $296,747 and year ended 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 2008, the Company wrote-off an amount of $nil (nine month period ended September 30, 2007 $nil and year ended December 31, 2006 – $37,396) being advances in lieu of expenses due from former officers and employees of the Company.

	(d)	During fiscal 2008 a 2007 model, SUV 7 passenger limousine owned by a director and officer of the Company was sold to the Company for $115,000. The Company subsequently lease- financed the vehicle.

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

F-30

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

18.	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 acquired company owns access rights to wholesale priced condo accommodation required to enhance vacation club membership benefits. During the year ended September 30, 2008 the license was transferred to the Company and the value of the investment was written down to $ nil and recorded an impairment in the amount of $27,052.

	(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 acquired company is a full service gym and also markets gym memberships with a potential travel component. Consideration given was settlement of $441,260 of advances by the Company to the owner of the shares of International Fitness Vacations (BC) Ltd. (who is also a shareholder of the Company including the President and Director), and settlement of $108,740 of advances to International Fitness Vacations (BC) Ltd.

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 International Fitness Vacations (BC) Ltd. The amount attributed to “excess of purchase price over net identifiable assets acquired” has been charged to deficit, for the year ended December 31, 2006.

	(c)	Effective October 18, 2007, the Company completed a business combination by acquiring the assets of Family Vacation Centers, being notes receivable and vacation club memberships from Family Vacation Centers Inc (“The Vendor”), for an amount of $3,052,866. The Company did not purchase the outstanding capital stock of the Vendor and no debt or obligations of the Vendor were assumed. Consideration given was a cash payment in the amount of $1,849,589 and an amount $1,203,277 to be settled in capital stock of the Company which was accrued in accounts payable as at September 30, 2008. Given the present economic condition, the Company has ceased actively selling new travel club memberships from this location at this time. The Company continues to operate the vacation club and derive cash flow from the notes receivable.

F-31

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

18.

Acquisitions (continued)

The intangible assets of Family Vacation Centers at the time of acquisition were:

Purchase price	$	3,052,866

Purchase price allocation
Notes receivable	$	450,066
Vacation club membership		2,602,800

Total	$	3,052,866

Purchased memberships are amortized over the remaining term of the membership up to a maximum of 5 years. During the year ended September 30, 2008 the Company amortized $684,738 (nine month period ended September 30, 2007 - $ nil) in statements of operations.

During the year ended September 30, 2008, the Company used its accounts and notes receivable as collateral for secured borrowing. As at year end, the Company recorded a liability of $137,321 related to this borrowing.

F-32

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

19.	Supplemental Cash Flow Information

	Cash flow information:

				Nine month
		Year ended		period ended		Year ended
		September		September		December
		30,		30,		31,
		2008		2007		2006

Interest paid	$	34,268	$	9,496	$	30,950

Taxes paid	$	–	$	6,468	$	453

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

20.	Subsequent Events

	(a)	In February 2009, the Company completed construction of its 120 foot passenger carrying yacht the MV Spirit of Two Thousand and Ten.

	(b)	In February 2009, the Company converted its construction loan with Caterpillar Financial Services to a term loan facility of $5 million US dollar with a 5 year term and a fixed 7% annual percentage rate.

	(c)	Subsequent to year ended September 30, 2008, the Company abandoned its ownership in the Colorado River Resorts, LLC, a real estate investment property in Needles, California (note 3(a)). The investee failed to secure the necessary financing to complete the acquisition of the real estate project, and as a result, the note holder foreclosed on the property in settlement of the outstanding debt. The investee has since ceased to operate, as it is no longer a viable/legal entity.

		Subsequent to September 30, 2008, the Company received a ‘Notice of Default’ from the note holder, wherefore the note holder proceeded with foreclosure on the property in settlement of the note payable, which was approximately $7.3 million USD at the time of foreclosure.

	(d)	In March 2009, the Company received payment of its $5 Million US dollar life settlement contract receivable.

F-33

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

21.	United States Generally Accepted Accounting Principles Reconciliation

	These 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

	(i)	Under US GAAP, the issue of stock options and warrants to non-employees is accounted for under FASB Statement No. 123R (“SFAS 123R”), “Share-based Payment”, and related interpretations. The Company recognizes compensation expense for stock options issued to non-employees for services received based upon the fair value of the services received or the 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 FSAB 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. During the year ended December 31, 2002, the Company adopted the new recommendations of the CICA Handbook section related to stock-based compensation payments (note 2(d)). 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 relate to options granted prior to January 01, 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 FAS No. 123 to September 30, 2008.

F-34

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

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

	(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. Accordingly, as at September 30, 2008 and 2007, the application of US GAAP would result in an increase in capital stock of $1,217,705.

			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, for the year ended at September 30, 2008, the nine month period ended September 30, 2007 and the year ended December 31, 2006, the application of US GAAP would result in a corresponding increase in deficit of $1,217,705.

		(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, as at September 30, 2008 and 2007, the application of US GAAP would result in an increase in capital stock and an increase in deficit of $695,681 for the year ended at September 30, 2008, the nine month period ended September 30, 2007 and the year ended December 31, 2006.

		(iii)	During the year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006, the Company did not issue shares under its incentive share purchase plan (note 2(d)).

	(c)	Uncertain tax position

		In July 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. The evaluation of a tax position in accordance with this interpretation is a two-step process. In the first step, recognition, the Company determines whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step addresses measurement of a tax position that meets the more-likely-than-not criteria. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in a) an increase in a liability for income taxes payable or a reduction of an income tax refund receivable, b) a reduction in a deferred tax asset or an increase in a deferred tax liability or c) both a and b. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met.

F-35

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

21.

United States Generally Accepted Accounting Principles Reconciliation (continued)

	(c)	Uncertain tax position (continued)

		Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be de-recognized in the first subsequent financial reporting period in which that threshold is no longer met. Use of a valuation allowance as described in FAS No. 109 is not an appropriate substitute for the de-recognition of a tax position. The requirement to assess the need for a valuation allowance for deferred tax assets based on sufficiency of future taxable income is unchanged by this interpretation. This Interpretation is effective for fiscal years beginning after December 15, 2006. The Company determined that as at September 30, 2008 and 2007, its tax position will more likely than not be sustained upon examination. As a result, no tax provisions were accrued. However, the validity of any tax position is a matter of tax law, the body of statutory, regulatory and interpretive guidance on the application of the law is complex and often ambiguous. Because of this, whether a tax position will ultimately be sustained may be uncertain.

	(d)	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 $258,556 (2007 - $149,976) and an increase in deficit of $258,556 (2007 - $149,976).

	(e)	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 10 years. For US GAAP purposes, the acquisition of the license would be expensed in the year incurred. During the year ended September 30, 2008, the Company wrote-off the investment. The application of US GAAP would result in a decrease in Total Assets as at September 30, 2008 of $nil (2007 - $ 30,276), a increase in net income for the year ended September 30, 2008 of $30,276 (for the nine-month ended September 30, 2007 – increase in net loss of $30,256 and for the year ended December 31, 2006 - $nil) and an increase in deficit of $nil (2007 - $ 30,276 and 2006 - $ nil).

	(f)	Life settlement contracts

		On March 27, 2006, FASB Staff Position No. FTB 85-4-1 Accounting for Life Settlement Contracts by Third-Party Investors (FSP FTB 85-4-1) was issued, which amends FTB 85-4. The FASB Staff Position states that an investor may elect to account for its investments in life settlement contracts using either the investment method or the fair value method. The election shall be made on an instrument-by instrument basis and is irrevocable.

F-36

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

21.

United States Generally Accepted Accounting Principles Reconciliation (continued)

	(f)	Life settlement contracts (continued)

		Under the investment method, an investor shall recognize the initial investment at the purchase price plus all initial direct costs. Continuing costs (policy premiums and direct external costs, if any) to keep the policy in force shall be capitalized. Under the fair value method, an investor shall recognize the initial investment at the purchase price. In subsequent periods, the investor shall re-measure the investment at fair value in its entirety at each reporting period and shall recognize change in fair value earnings (or other performance indicators for entities that do not report earnings) in the period in which the changes occur. FSP FTB 85-4-1 is required to be applied to fiscal years beginning after June 15, 2006. The Company uses the Fair Value method to calculate its Life Settlement Portfolio.

	(g)	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.

	(ii)	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.

	(iii)	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.

F-37

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

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

	(g)	Recent accounting pronouncements (continued)

		(iv)	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.

		(v)	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.

	(h)	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 are summarized as follows:

		(i)	Total Assets

		September			September
		30, 2008			30, 2007
Total Assets under Canadian GAAP (restated note 22)	$	31,081,181		$	20,035,886
Adjustment for Deferred Organization cost (note 21(d))		(258,556	)		(149,976	)
Intangibles, net (note 21(e))		–			(30,276	)

Total Assets under US GAAP	$	30,822,625		$	19,855,634

F-38

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

21.

United States Generally Accepted Accounting Principles Reconciliation (continued)

(h)	Reconciliation (continued)

	(ii)	Capital stock

		September		September
		30,		30,
		2008		2007

Capital stock, under Canadian GAAP (restated note 22)	$	24,255,952	$	24,194,793
Contributed surplus		2,913,377		2,944,536
Adjustment for stock-based compensation for non-employees (note 21(a))		684,664		684,664
Adjustment for acquisition of Fitness Vacations (note 2(b)(i)		1,217,705		1,217,705
Adjustment for accounts payable settled by share issuances (note 21(b)(ii))		695,681		695,681

Capital stock, under US GAAP	$	29,767,379	$	29,737,379

(iii)

Deficit

					Nine-month
		Year ended			period ended			Year ended
		September			September			December 31,
		30,			30,
		2008			2007			2006

Deficit, under Canadian GAAP (restated note 22)	$	(15,126,387	)	$	(14,213,086	)	$	(12,006,619	)

Adjustment for Deferred Organization cost		(258,556	)		(149,976	)		–
Adjustment for Intangibles, net		–			(30,276	)		–
Adjustment for stock-based compensation for non-employees for non-employees (note 21(a))		(684,664	)		(684,664	)		(684,664	)

Adjustment for acquisition of Fitness Vacations (note 21(b)(i))		(1,217,705	)		(1,217,705	)		(1,217,705	)

Adjustment for accounts payable settled by share issuances (notes 21(b)(ii) and (iii))		(695,681	)		(695,681	)		(695,681	)

Deficit, under US GAAP	$	(17,982,993	)	$	(16,991,388	)	$	(14,604,669	)

F-39

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

21.

United States Generally Accepted Accounting Principles Reconciliation (continued)

(h)

Reconciliation (continued)

(iv)

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

					Nine-month
		Year ended			period ended			Year ended
		September			September			December
		30,			30,			31,
		2008			2007			2006

Net income (loss) for the period, under Canadian GAAP (restated note 22)	$	(913,301	)	$	(2,212,467	)	$	875,355
Adjustment for Deferred Organization cost		(108,580	)		(149,976	)		–
Adjustment for Intangibles, net		30,276			(30,276	)		–
Net income (loss) for the period, under US GAAP	$	(991,605	)	$	(2,392,719	)	$	875,355

Basic earnings (loss) per share, under US GAAP	$	(0.02	)	$	(0.10	)	$	0.17
Diluted earnings per share, under US GAAP	$	(0.02	)	$	(0.10	)	$	0.17

22.

Restatement

		Previously
		Reported		Adjustments			Restated

Assets
Cash (c)	$	227,795	$	1,069		$	228,864
Funds held in trust (c)	$	–	$	79,493		$	79,493
Amounts and notes receivable (b)	$	749,612	$	(404,033	)	$	345,579
Total Current Assets	$	6,373,942	$	(320,471	)	$	6,050,471
Amounts and notes receivable (b)	$	–	$	404,033		$	404,033
Investments (b) and (c)	$	2,670,686	$	(2,670,686	)	$	–
Intangibles, net (b)	$	–	$	1,918,062		$	1,918,062
Investment in life settlement contracts (f)	$	3,511,639	$	(252,646	)	$	3,258,993
Property and equipment (c) and (e)	$	12,047,502	$	5,802,530		$	17,850,032
Total Assets	$	26,203,359	$	4,877,822		$	31,081,181

F-40

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

22.

Restatement (continued)

		Previously
		Reported			Adjustments			Restated

Liabilities
Promissory note payable (c)	$	–		$	7,602,530		$	7,602,530
Loans from related parties (c)	$	598,001		$	491,031		$	1,089,032
Total Current Liabilities	$	4,328,800		$	8,093,561		$	12,422,361
Total Liabilities	$	10,944,678		$	8,093,561		$	19,038,239

Shareholders’ Equity
Deficit	$	(11,910,648	)	$	(3,215,739	)	$	(15,126,387	)
Total Shareholders’ Equity	$	15,258,681		$	(3,215,739	)	$	12,042,942
Total Liabilities and Shareholders’ Equity	$	26,203,359		$	4,877,822		$	31,081,181

Revenues
Life Settlements, Net (d)	$	5,700,110		$	(5,700,110	)	$	–
Total Revenues (d)	$	9,417,264		$	(5,700,110	)	$	3,717,154

Expenses
General and administration (c)	$	2,259,454		$	81,124		$	2,340,578
Amortization of purchased memberships (b)	$	681,350		$	3,388		$	684,738
Total Expenses	$	6,801,259		$	84,512		$	6,885,771

Other Income (Expenses)
Foreign Exchange Gain (Loss) (c)	$	–		$	(503,784	)	$	(503,784	)
Net Gain on investment in life settlement contracts (d and f)	$	–		$	5,447,464		$	5,447,464
Gain on settlement of debt by guarantor (c)	$	–		$	46,673		$	46,673
Write-down of Needles Investment (c)	$	(250,876	)	$	(1,368,287	)	$	(1,619,163	)
Write down of property and equipment (e)	$	–		$	(1,800,000	)	$	(1,800,000	)
Total Other Income (Expenses)	$	(322,968	)	$	1,822,066		$	1,499,098

Net Income before non-controlling interest and income taxes	$	2,293,037		$	(3,962,556	)	$	(1,669,519	)
Net loss attributable to Non- controlling interest (c)	$	–		$	746,817		$	746,817
Net Income (Loss)	$	2,302,438		$	(3,215,739	)	$	(913,301	)

F-41

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

22.

Restatement (continued)

Weighted average number of common shares outstanding
Basic (a)		28,425,526			13,933,983			42,359,509

Basic earnings per share (a)	$	0.08		$	(0.10	)	$	(0.02	)
Diluted earnings per share	$	0.03		$	(0.05	)	$	(0.02	)


Statement of Cash Flows
Cash used in Operating Activities	$	(760,899	)	$	854,548		$	93,649
Cash used in Investing Activities	$	(8,334,832	)	$	(899,329	)	$	(9,234,161	)
Cash Provided by Financing Activities	$	699,321		$	134,807		$	834,128

F-42

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

22.

Restatement (continued)

	(a)	Upon review of the Company’s consolidated financial statements, Management noted that the weighted average number of common shares outstanding as originally stated did not include the Series B preferred shares. Management has concluded that the Series “B” preferred convertible shares are substantially equivalent to common stock, because these shares can be exchanged for common shares with no additional cash consideration at any time by the holder, have no par value, and have no rights as to dividends, voting profit sharing or liquidation. Management concluded therefore that the conversion of the shares at the option of the Series “B” holder did not constitute a barrier to conversion and that the shares should be included in the calculation of basic earnings per share.

		Basic earnings per share has been restated to include the common shares that would be issued on the conversion of the Series B preferred shares

	(b)	Management reviewed the presentation of the acquisition of the assets of Family Vacation Centers as disclosed in note 18 to the consolidated financial statements, and identified that it had not properly presented this acquisition as a business combination. Additional disclosure has been included in note 18 to reflect the transaction as a business combination. The consolidated financial statements have also been restated to reflect the vacation club memberships acquired as an intangible asset. This asset of $1,918,062 has been reclassified from “Investment” to “Intangibles, net” and presented as such on the consolidated balance sheet as at September 30, 2008. In addition $3,388 amortization has been reclassified from foreign exchange gain and loss and $404,033 was reclassified from current amounts receivable to amounts and notes receivable in long term assets.

	(c)	Upon further inquiry of the Company’s investment in the Colorado River Resorts LLC (note 3), the Company discovered that the investee had failed to raise the additional capital as planned. As a result, the percentage ownership interest actually acquired by the Company was greater than the 25% as originally reported. The investment was originally accounted for at cost. As a result of the new information, the Company has reversed the original balance of the investment of $752,624 and has consolidated the net assets of the investee and the results of its operations in the consolidated financial statements of the Company, as at and for the year ended September 30, 2008 from the date of the acquisition. The net assets consisted primarily of land and a corresponding mortgage and a loan payable. As the mortgage was secured solely by the land and was the only source of cash flow to pay the mortgage, loan payable and related interest, the land and mortgage were determined to be an as set group. As part of the process of consolidating the investment, management reconsidered the impairment analysis that had been undertaken at the time of preparation of the financial statements. Based on comparable sales information obtained subsequent to the issue of the financial statements, Management concluded that the fair value of the property had deteriorated below its recognized carrying amount. Accordingly an additional write down of the property of $1,368,287 was recognized.

	(d)	Management determined that net gains from the Company’s investment in life settlement contracts of $5,447,464 was more appropriately included in Other Income (Expenses) rather than Revenue in the consolidated statement of operations.

F-43

FORUM NATIONAL INVESTMENTS LTD.

Notes to Consolidated Financial Statements

Year ended September 30, 2008, nine-month period ended September 30, 2007 and the year ended December 31, 2006

(Expressed in Canadian dollars)

22.

Restatement (continued)

	(e)	Management determined that indicators of impairment existed in relation to the motor vessel and performed an impairment analysis of this asset. That impairment test concluded that the motor vessel had an estimated fair value of $9,946,281 as at September 30, 2008, requiring an impairment write down of $1,800,000.

		Management determined that indicators of impairment existed in relation to the motor vessel and performed an impairment analysis of this asset. That impairment test concluded that the motor vessel had an estimated fair value of $9,946,281 as at September 30, 2008, requiring an impairment write down of $1,800,000. As the motor vessel was still under construction, the Company was unable to prepare a discounted cash flow analysis to determine the value in use. Additionally, as at September 30, 2008, management had not determined that any indicators of impairment were present, and as a result, had not performed an impairment analysis of the motor vessel under construction. Subsequent to the year end, upon further review, management concluded there were sufficient indicators which required an impairment analysis, as at September 30, 2008. The fair value of the motor vessel was determined based on the amortized replacement cost. Under the amortized replacement cost method, the replaceme nt costs for significant components of the motor vessel were obtained, and depreciated to current market value based on a review by an independent specialist marine surveyor.

	(f)	Management determined that there was an error in the application of its fair value model for its investment in life settlement contracts. The error related to an understatement of the life expectancy assumption incorporated in the fair value model. As a result, an adjustment of $252,646 was made to decrease the carrying amount of the related asset with a corresponding decrease in the net gain on life settlements.

Note disclosures related to the aforementioned restatements have been changed accordingly to reflect these adjustments.

F-44

EX-8.1 2 exhibit8-1.htm LIST OF SUBSIDIARIES Forum National Investements Ltd.: Exhibit 8.1 - Filed by newsfilecorp.com

EXHIBIT 8.1

LIST OF SUBSIDIARIES

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
Colorado River Resorts, LLC	California, USA

EX-12.1 3 exhibit12-1.htm SECTION 302 CERTIFICATION Forum National Investements Ltd.: Exhibit 12.1 - Filed by newsfilecorp.com

EXHIBIT 12.1

SECTION 302 CERTIFICATION

I, Daniel Clozza, certify that:

I have reviewed this annual report on Form 20-F of Forum National Investments Ltd.;

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

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

The company's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

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

Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluations; and

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

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

All significant deficiencies and material weakness in the design or operation of internal control of financial reporting which are reasonably likely to affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: April 27, 2010	/s/ Daniel Clozza
	Daniel Clozza, Chief Executive Officer and Director

EX-12.2 4 exhibit12-2.htm SECTION 302 CERTIFICATION Forum National Investements Ltd.: Exhibit 12.2 - Filed by newsfilecorp.com

EXHIBIT 12.2

SECTION 302 CERTIFICATION

I, Martin Tutschek, certify that:

I have reviewed this annual report on Form 20-F of Forum National Investments Ltd.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: April 27, 2010	/s/ Martin Tutschek
	Martin Tutschek, Chief Financial Officer and Director

EX-13.1 5 exhibit13-1.htm SECTION 906 CERTIFICATION Forum National Investements Ltd.: Exhibit 13.1 - Filed by newsfilecorp.com

EXHIBIT 13.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Forum National Investments Ltd. (the "Company") on Form 20-F for the period ended September 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dan Clozza, Principal Executive and I, Martin Tutschek, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Dan Clozza
Dan Clozza, Principal Executive Officer
April 27, 2010

/s/ Martin Tutschek
Martin Tutschek, Principal Financial Officer
April 27, 2010

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