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UNITED STATES SECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C. 20549

FORM 20-F

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

OR

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

For the fiscal year ended March 31, 2007

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THESECURITIES EXCHANGE ACT OF 1934

OR

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THESECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell
company report . . . . . . . . . . . . . . . . .

For the transition period from . . . . . . . . . . . . . . to . . . . . . . . . . . . . .

Commission file number: 2-27608

PACIFIC
      HARBOUR CAPITAL LTD.(Exact name of Company as specified in its charter)


PROVINCE OF
      BRITISH COLUMBIA, CANADA(Jurisdiction of incorporation or organization)


Suite 1502  543 Granville StreetVancouver,
      British Columbia, Canada V6C 1X8(Address of principal executive offices)


NoneSecurities registered or to be registered pursuant to
      Section 12(b) of the Act(Title of each class)


Not applicableName of each exchange on which registered


Common Shares
      Without Par ValueSecurities registered or to be registered pursuant to
      Section 12(g) of the Act


NoneSecurities for which there is a reporting obligation
      pursuant to Section 15(d) of the Act(Title of each class)


1

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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 date:   March 31, 2007 7,247,703
Common Shares without par value

Indicate by check mark if the Company is a well-known searsoned
issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [X]

Indicate by check mark whether the Company (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
Company was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X] No [ ]

Indicated by check mark whether the Company is a large
accelerated filer, an accelerated files, or a non-accelerated files.

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

Indicate by check mark which financial statement item the
Company has elected to follow.

Item 17 [X] Item 18 [ ]

If this is an annual report, indicate by check mark whether the
Company is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

2

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FORWARD LOOKING STATEMENTS

Forward-Looking Information is Subject to Risk and
Uncertainty.When used in this Annual Report, the words estimate,
project, intend, expect, anticipate and similar expressions are intended
to identify forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of
this Annual Report. These statements are subject to risks and uncertainties that
could cause actual results to differ materially from those contemplated in such
forward-looking statements. Such risks and uncertainties include, but are not
limited to, those identified under the heading Risk Factors.

3

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TABLE OF CONTENTS

PART I

|ITEM
      1  | Identity
      of Directors, Senior Management and Advisors      | 5 
|------------- | ---------------------------------------------------------------- | --
|              |                                                                  |   
|ITEM
      2  | Offer
      Statistics and Expected Timetable                    | 5 
|              |                                                                  |   
|ITEM
      3  | Key
      Information                                            | 5 
|              |                                                                  |   
|ITEM
      4  | Information
      on the Company                                 | 9 
|              |                                                                  |   
|ITEM
      5  | Operating
      and Financial Review and Prospects               | 13
|              |                                                                  |   
|ITEM
      6  | Directors,
      Senior Management and Employees                 | 16
|              |                                                                  |   
|ITEM
      7  | Major
      Shareholders and Related Party Transactions          | 21
|              |                                                                  |   
|ITEM
      8  | Financial
      Information                                      | 22
|              |                                                                  |   
|ITEM
      9  | The
      Offer and Listing                                      | 23
|              |                                                                  |   
|ITEM
      10 | Additional
      Information                                     | 24
|              |                                                                  |   
|ITEM
      11 | Quantitative
      and Qualitative Disclosures About Market Risk | 29
|              |                                                                  |   
|ITEM
      12 | Description
      of Securities Other Than Equity Securities     | 29

PART II

ITEM 13
      Defaults, Dividends Arrearages and delinquencies
      30ITEM 14
      Material Modifications
        to the Rights of Securitiy Holders,Use of Proceeds
      30ITEM 15
      Controls & Procedures
      30ITEM 16
      Reserved
      30


PART III

ITEM
      17
    Financial
      Statements
    33ITEM 18
    Financial
      Statements
    33ITEM 19
    Exhibits to
      Form 20-F Annual Report
    33Signatures
    34Financial Statements
    35Code of
      Ethics
    58Certifications
    65


The information contained in this Annual Report is current at
September 11, 2007 except where a different date is specified.

4

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Enforcement of Legal Remedies

Certain officers, directors and persons involved with the
Company as professional advisors are resident in Canada. As a result, it may be
difficult to effect service within the United States upon such persons or to
realize on any judgment by any court of the United States which is predicated on
civil liabilities under the Securities Exchange Act of 1934, as amended (the
"Exchange Act'). The Company's Canadian counsel has 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 Exchange Act or the rules and regulations promulgated
thereunder.

Forward Looking Statements

This Annual Report contains forward-looking statements based on
the Company's current expectations about the Company and its industry. These
forward-looking statements can be identified within text containing words such
as "expect", "anticipate", "estimate" and other similar expressions. These
forward-looking statements involve risks and uncertainties. The Company's actual
results could differ materially from those anticipated in these forward-looking
statements as a result of risk factors as discussed in Item 3: Key Information
and elsewhere in this report. The Company undertakes no obligation to publicly
update any forward-looking statements for any reason, even if new information
becomes available or other events occur in the future.

PART I

|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
      ADVISERS
|------- | -----------------------------------------------------------

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 item.

|ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
|------- | ---------------------------------------

|A. | OFFER STATISTICS
|-- | ----------------

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
  item.

|B. | METHOD AND EXPECTED TIMETABLE
|-- | -----------------------------

|ITEM 3. | KEY INFORMATION
|------- | ---------------

|A. | SELECTED FINANCIAL DATA
|-- | -----------------------

The following table sets forth selected consolidated financial
data for Pacific Harbour Capital Ltd., (hereinafter the "Company"). Insofar as
it relates to the Company as of and for each of the years in the five year
period ended March 31, 2007, the data has been derived from financial statements
prepared in accordance with Canadian Generally Accepted Accounting Principles
("GAAP") and reconciliation between Canadian and United States GAAP (See Note 9
in the Consolidated Financial Statements) that have been audited by Amisano
Hanson, Chartered Accountants of Vancouver, Canada as to the five years ended
March 31, 2007. The data set forth below should be read in conjunction with the
Company's consolidated financial statements and notes thereto along with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere herein.

5

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|                                           |   | 2007      |   |   | 2006     |   |   | 2005     |   |   | 2004       |   |   | 2003       |  
|------------------------------------------ | - | --------- | - | - | -------- | - | - | -------- | - | - | ---------- | - | - | ---------- | -
|                                           |   |           |   |   |          |   |   |          |   |   |            |   |   | (Restated) |  
|(All Canadian Dollars)                     |   |           |   |   |          |   |   |          |   |   |            |   |   |            |  
|Operating Data                             |   |           |   |   |          |   |   |          |   |   |            |   |   |            |  
|Revene (1)                                 | $ | 515,062   |   | $ | 221,638  |   | $ | 37,614   |   | $ | 33,250     |   | $ | 1,058,230  |  
|Cost of land held for resale               |   | -         |   |   | -        |   |   | -        |   |   | -          |   |   | -          |  
|Cost of townhouse condominiums for resale  |   | -         |   |   | -        |   |   | -        |   |   | -          |   |   | -          |  
|Cost of convenience store goods for resale |   | -         |   |   | -        |   |   | -        |   |   | -          |   |   | (363,561   | )
|Net Revenue                                | $ | 515,062   |   | $ | 221,638  |   | $ | 37,614   |   | $ | 33,250     |   | $ | 694,669    |  
|                                           |   |           |   |   |          |   |   |          |   |   |            |   |   |            |  
|                                           |   |           |   |   |          |   |   |          |   |   |            |   |   |            |  
|Administrative expenses                    |   | (266,248  | ) |   | (357,884 | ) |   | (420,124 | ) |   | (505,017   | ) |   | (1,091,061 | )
|Gain(loss) on investments & Other Items    |   | 85,833    |   |   | 36,881   |   |   | 4,864    |   |   | (1,179,067 | ) |   | -          |  
|Severence Costs & Other Items              |   | -         |   |   | -        |   |   | (80,000  | ) |   | -          |   |   | 323,421    |  
|                                           |   |           |   |   |          |   |   |          |   |   |            |   |   |            |  
|Net Income (loss)                          | $ | 334,647   |   | $ | (99,365  | ) | $ | (457,646 | ) | $ | (1,650,834 | ) | $ | ( 72,971   | )
|                                           |   |           |   |   |          |   |   |          |   |   |            |   |   |            |  
|Earnings (loss) per share                  | $ | 0.05      |   | $ | (0.01    | ) | $ | (0.06    | ) | $ | (0.22      | ) | $ | (0.01      | )
|                                           |   |           |   |   |          |   |   |          |   |   |            |   |   |            |  
|Balance Sheet Data                         |   |           |   |   |          |   |   |          |   |   |            |   |   |            |  
|Working Capital                            |   | 1,024,963 |   |   | 742,997  |   |   | 764,758  |   |   | 1,201,490  |   |   | (1,299,839 | )
|Total assets (2)                           |   | 1,156,569 |   |   | 934,996  |   |   | 998,144  |   |   | 1,609,085  |   |   | 5,262,866  |  
|Long term debt                             |   | -         |   |   | -        |   |   | -        |   |   | -          |   |   | 298,234    |  
|Shareholders' equity                       |   | 1,096,185 |   |   | 761,538  |   |   | 792,310  |   |   | 1,249,956  |   |   | 2,900,790  |  

Summary of differences between generally accepted accounting
principles ("GAAP") in Canada and in the United States (US)

|                                                                                  |   | 2007     |   |   | 2006     |   |   | 2005     |   |   | 2004       |   |   | 2003       |  
|--------------------------------------------------------------------------------- | - | -------- | - | - | -------- | - | - | -------- | - | - | ---------- | - | - | ---------- | -
|                                                                                  |   |          |   |   |          |   |   |          |   |   |            |   |   | (Restated) |  
|                                                                                  |   |          |   |   |          |   |   |          |   |   |            |   |   |            |  
|Net income (loss)  Canadian GAAP                                                 | $ | 334,647  |   | $ | (99,365  | ) | $ | (457,646 | ) | $ | (1,650,834 | ) | $ | (72,971    | )
|Differences:                                                                      |   |          |   |   |          |   |   |          |   |   |            |   |   |            |  
|                                                                                  |   |          |   |   |          |   |   |          |   |   |            |   |   |            |  
|Other deferred development costs                                                  |   | -        |   |   | -        |   |   | -        |   |   | 1,396,844  |   |   | (75,092    | )
|                                                                                  |   |          |   |   |          |   |   |          |   |   |            |   |   |            |  
|Write-down of other deferred Development costs                                    |   | -        |   |   | -        |   |   | -        |   |   | -          |   |   | -          |  
|Unrealized gain (loss) on trading
      securities                                |   | (128,318 | ) |   | (102,749 | ) |   | 242,450  |   |   | -          |   |   | -          |  
|Prior years holding costs included in gain On sale of land
      held for resale |   | 15,653   |   |   | -        |   |   | -        |   |   | -          |   |   | -          |  
|Capital holding costs Expensed under US
      GAAP                                |   | -        |   |   | (4,959   | ) |   | (5,780   | ) |   | (4,914     | ) |   | (14,388    | )
|                                                                                  |   |          |   |   |          |   |   |          |   |   |            |   |   |            |  
|Net income (loss)  US GAAP                                                       | $ | 221,982  |   | $ | (207,073 | ) | $ | (220,976 | ) | $ | (258,904   | ) | $ | (162,451   | )

6

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|                                                            |   |           |   |   |           |   |   |           |   |   |           |   |   |            |  
|----------------------------------------------------------- | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | - | - | ---------- | -
|                                                            |   | 2007      |   |   | 2006      |   |   | 2005      |   |   | 2004      |   |   | 2003       |  
|                                                            |   |           |   |   |           |   |   |           |   |   |           |   |   | (Restated) |  
|                                                            |   |           |   |   |           |   |   |           |   |   |           |   |   |            |  
|Earnings (loss) per share  US GAAP                         | $ | 0.03      |   | $ | (0.03     | ) | $ | (0.03     | ) | $ | (0.03     | ) | $ | (0.02      | )
|Weighted average number of shares Outstanding under US GAAP |   | 7,247,703 |   |   | 7,247,703 |   |   | 7,247,703 |   |   | 7,247,703 |   |   | 6,979,397  |  
|                                                            |   |           |   |   |           |   |   |           |   |   |           |   |   |            |  
|Shareholder's equity  Canadian                             |   | 1,096,185 |   | $ | 761,538   |   | $ | 792,310   |   | $ | 1,249,956 |   | $ | 2,900,790  |  
|Stock Based Compensation                                    |   | (35,600   | ) |   | (35,600   | ) |   | (35,600   | ) |   | (35,600   | ) |   | -          |  
|                                                            |   |           |   |   |           |   |   |           |   |   |           |   |   |            |  
|Other deferred costs, expensed under US
      GAAP          |   | -         |   |   | -         |   |   | -         |   |   | -         |   |   | (1,498,334 | )
|                                                            |   |           |   |   |           |   |   |           |   |   |           |   |   |            |  
|Contributed Surplus                                         |   | 35,600    |   |   | 35,600    |   |   | 35,600    |   |   | 35,600    |   |   | -          |  
|Unrealized gain on trading securities                       |   | 11,383    |   |   | 139,701   |   |   | 242,450   |   |   | -         |   |   | -          |  
|                                                            |   |           |   |   |           |   |   |           |   |   |           |   |   |            |  
|Capitalized holding costs, expensed Under US GAAP           |   | -         |   |   | (15,653   | ) |   | (10,694   | ) |   | (4,914    | ) |   | (101,396   | )
|                                                            |   |           |   |   |           |   |   |           |   |   |           |   |   |            |  
|Shareholders' equity  US GAAP                              | $ | 1,107,568 |   | $ | 885,586   |   | $ | 1,024,066 |   | $ | 1,245,042 |   | $ | 1,301,060  |  

|(1) | Revenues for all periods disclosed comprised sales
      revenue of the corporation's interest in PJSJV, land sales, net vehicle
      lease and sale income, interest and other miscellaneous income. Under US
      GAAP these amounts would be considered "Other income" rather than
      "Revenue". There is no effect on reported net income (loss).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                           
|(2) | Total assets would be reduced for the adjustments noted
      under "Shareholders Equity" resulting in the following amounts under US
      GAAP: 2007 - $1,167,952; 2006 - $1,059,044; 2005 - $ 1,229,900; 2004 -
      $1,604,171 and 2003 - $3,663,136.                                                                                                

Currency and Exchange Rates

In this Annual Report on Form 20-F all references to dollars
($) are expressed in Canadian funds unless otherwise noted. As of September 11,
2007, the exchange, based on the noon buying rate published by the Federal
Reserve Bank of New York, for the conversion of Canadian dollars into United
States dollars (the Noon Rate of Exchange) was 1.0430

The high and low exchange rates for each of the previous six
months based on the noon buying rate published by the Federal Reserve Bank of
New York are:

Month of
    High
    LowSeptember 2007
    1.0546
    1.0430August 2007
    1.0754
    1.0497July 2007
    1.0689
    1.0372June 2007
    1.0727
    1.0579May 2007
    1.1136
    1.0701April 2007
    1.1583
    1.1068


The average rates presented in the table below represent the
average of the exchange rates on the last day of each month during the calendar
year for the past 5 years. Rates quoted are the Canadian Dollar exchange for US
$1.00

Year
    Period End
    Average
    High
    Low2007
    1.1682
    1.1386
    1.1759
    1.10942006
    1.1087
    1.1345
    1.1796
    1.09262005
    1.2040
    1.2302
    1.2703
    1.19462004
    1.3081
    1.3531
    1.4940
    1.26792003
    1.4716
    1.5493
    1.6050
    1.4584


On March 31, 2007 the noon buying rate in New York City for
cable transfer in Canadian dollars as certified for customs purposes by the
Federal Reserve Bank of New York (the "Exchange Rate") was $1.00 U.S. = $1.1530
Canadian.

7

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|B. | CAPITALIZATION AND INDEBTNESS
|-- | -----------------------------

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 item.

|C. | REASONS FOR THE OFFER AND 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 item.

|D. | RISK FACTORS
|-- | ------------

History of losses and expected losses in the future:

The Company reported a loss of $72,971 for the year ended March
31, 2003; a loss of $1,650,834 for the year ended March 31, 2004; a loss of
$457,646 for the year ended March 31, 2005; a loss of $99,365 for the year ended
March 31, 2006 and a net gain of $334,647 for year ended March 31, 2007. Net
gains for 2007 were attributable to the disposal of marketable securities and
the realized gain on the sale of the Companys land investment. The Company
cannot predict when it may be able to sustain or increase its profitability.

Availability of capital:

The Company may not have sufficient capital to fund its
operations and additional capital may not be available on acceptable terms, if
at all. Any of these outcomes could adversely impact the Company's ability to
respond to competitive pressures or prevent it from conducting all or a portion
of its planned operations. The Company may also require additional capital to
develop existing business or to acquire or invest in complimentary business or
products. If the Company issues additional equity securities to raise funds, the
ownership percentage of existing shareholders of the Company will be
reduced.

Risk Factors Related to Ownership and Trading Market

Volatility of stock price:

Stock markets experience extreme price and volume fluctuations.
Since the Company's initial public offering, the market value of its common
shares has fluctuated significantly. These fluctuations are often unrelated to
the operating performance of particular companies, including the Company. The
broad market fluctuations may adversely affect the market price of the Company's
common shares. This may adversely affect the ability of the Company to use its
common shares as consideration in acquisition transactions. In addition, when
the market price of a company's stock drops significantly, shareholders often
commence securities class action lawsuits against the company. A lawsuit against
the Company could cause it to incur substantial costs and could divert the time
and attention of management and other resources.

Future sales of common shares:

If the Company's shareholders sell substantial amounts of
common shares in the public market, the market price of the common shares could
fall. The perception among investors that these sales will occur could also
produce this effect.

General unforeseen and non-controllable risks:

The Company invests and divests itself of assets as determined
by the general economic environment and health of relevant sectors. Real estate
development is an intensely competitive and highly cyclical business, typically
involving "boom and bust" cycles. While location is one of the most important
factors

8

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in real estate ownership, development is also critically
affected by the availability of financing and general economic conditions.

|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------

|A. | HISTORY AND DEVELOPMENT ON THE
    COMPANY
|-- | ------------------------------------------

Pacific Harbour Capital Ltd.'s, principal office is located at
Suite 1502  543 Granville Street, Vancouver, BC, V6C 1X8 (T) 604 697-0687 (F)
604 697-0686. The Company's separate subsidiaries incorporated in British
Columbia are private, non-reporting companies, (i.e. these companies are not
publicly traded on any stock exchange) as are the U.S. subsidiaries, Venture
Pacific Development Corporation (USA) and VenPac Nevada I, Inc. All references
to the Company herein include its subsidiaries unless otherwise noted or unless
the context would indicate otherwise. The Company's Consolidated Financial
Statements for the fiscal year ended March 31, 2007 referred to herein also
include its subsidiaries.

The Company was incorporated as Glider Resources Inc. under the
Company Act (British Columbia) on March 18, 1986. On October 21, 2002, the
Company consolidated the issued and outstanding common shares resulting in two
old shares of the Company being consolidated into one new common share. At the
same time, the authorized capital of the Company was increased to 100,000,000
common shares without par value (the "Common Shares") and 100,000,000 Preferred
Shares without par value (the "Preferred Shares"). As of the Company's year end
of March 31, 2007 there were 7,247,703 Common Shares issued and outstanding and
no issued Preferred Shares.

All Common Shares of the Company rank equally as to dividends,
voting rights and participation in assets. The Company's dividend policy is
determined by the Board of Directors and to date, the Company has neither
declared nor paid any dividends on its Common Shares nor does the Company
anticipate that dividends will be paid in the foreseeable future. Rather, it
intends to apply earnings to the expansion and development of its business.

The Company became a public company on December 3, 1987 when it
undertook an initial public offering of its common shares in British Columbia,
Canada and was listed on the Vancouver Stock Exchange ("VSE") (now the TSX
Venture Exchange ("TSX-VE"). The Company's listing on the TSX-VE is as a Tier 1
Company trading under the symbol "PCF". The Companys common shares trade on the
OTC Bulletin Board under the symbol PCFHF.

The Company has furnished its shareholders with annual reports
containing audited financial statements and quarterly or other interim reports
containing financial and other information to the extent required by the British
Columbia Company Act, the TSX-VE and the British Columbia Securities Commission
("BCSC"), and/or other applicable authorities and has provided the reports
required by the U.S. Securities Exchange Act of 1934 ("1934 Act"). The Company
is subject to the information and reporting requirements under the British
Columbia Company Act and has filed periodic reports, proxy materials and other
reports with the Executive Director under the British Columbia Securities Act
and with the TSX-VE. Such reports can be inspected and copied, at the expense of
the person requesting the report, at the TSX-VE offices at 10" Floor - 300 5th
Ave. SW , Calgary, Alta, T2P 3C4 and at the offices of the BCSC Executive
Director at 9thFloor - 701 W. Georgia St., Vancouver, BC, V7Y IL2,
at prescribed rates.

The Company is subject to the informational requirements of the
1934 Act and in accordance therewith files reports, proxy statements and other
information with the U.S. Securities and Exchange Commission ("SEC") under the
1934 Act. Such reports, proxy statements and other information can be inspected
at the Public Reference Section of the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and the Regional Offices of the
Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can also be obtained from the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W. Washington, D.C. 20549, at prescribed rates. The Commission
maintains a World Wide Web site on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding Companys that file electronically with the Commission.

9

---

Upon request, the Company will provide copies of such materials
on file at the SEC, the TSX-VE, and the BCSC to shareholders who do not have
ready access to them. Requests should be made in writing to: Pacific Harbour
Capital Ltd., at #1502  543 Granville Street, Vancouver, B.C., V6C 1X8.

|B. | BUSINESS OVERVIEW
|-- | -----------------

Pacific Harbour Capital Ltd. is/was primarily engaged in the
following businesses:

|a) | investments; National Direct Response Marketing Canada
      Inc.                                              
|-- | ---------------------------------------------------------------------------------------------------------------
|   |                                                                                                                
|b) | real estate holdings in British Columbia, Canada and
      Pahrump, Nevada.                                    
|   |                                                                                                                
|c) | used vehicle leasing a well as sale of pre-owned vehicles
      through Venture Pacific Vehicle LeaseCorp Inc.;
|   |                                                                                                                
|d) | 50% joint venture in gas station and convenience
      store.                                                  
|   |                                                                                                                
|e) | investments into public securities and private
      corporations                                              

|a) | Investments
|-- | -----------

On December 10, 2002, the Company entered into an investment
agreement with National Direct Response Marketing Canada Inc., the owner and
marketer of the Canadian Legal Will Kit, the American Legal Will Kit and other
direct marketing products. The investment entitled the Company to invest up to
$1,100,000 by way of secured convertible debentures and if fully converted would
result in a 49% ownership of National Direct.

The first two debenture advances required under the agreement
totaled $300,000. Subsequent advances are subject to National Direct achieving
specific sales targets within 12 month and 18 month periods. The debenture bears
interest at 8% per annum, payable quarterly. The investment also entitled the
Company to earn royalty income based on each unit of the Canadian and American
Legal Will Kit sold.

On May 11, 2004, the Company and National Direct entered into
an agreement whereby the Company agreed to release National Direct from the
terms of the investment agreement, including all related agreements, for a total
consideration of $240,000 to be paid as follows:

- $220,000 on signing of the agreement and subsequently paid on June 1, 2004;
  and
- $20,000 payable in twelve equal monthly instaments of $1,667

As of June 30, 2004, all financial obligations under the above
noted release have been met by National Direct and this matter is now finalized
in its entirety.

|b) | Real Estate
Holdings:
|-- | ---------------------

State of Nevada, USA

The Company formed two wholly-owned Nevada subsidiaries,
Venture Pacific Development Corporation (USA), and VenPac Nevada 1, LLC.
("VenPac"). In 1997, VenPac acquired a 12.86 acre site and a 0.23 acre well site
in Pahrump, Nevada. On August 28, 1998 VenPac purchased an additional 5.31 acres
(10 individual lots) adjacent to the 12.86 acre site, for the sum of $400,000
(US$) from the Ronald E. and Charlotte A. Floyd 1983 Living Trust Agreement,
with terms of 10% down, 10% interest and a 10 year amortization .

The Company was holding the property as undeveloped while
actively searching for a buyer for the property. In February 2004, the Company
finalized a purchase offer of $2,500,000 U.S. for the Pahrump

10

---

property. A portion of the proceeds from the sale of the
property was used to pay off the secured creditors and all other mortgages held
on the property.

Province of British Columbia,
Canada

The Company has a fee simple interest in a real estate property
in Pemberton, British Columbia. Specific information regarding this property and
its stage of development and operations is set forth under "Item 4.D - Plant,
properties and equipment." The Company held its real estate interest through a
wholly owned subsidiary. In March 2007, the Company announced that their
subsidiary had closed on the sale of their 133 acre parcel of land and received
gross proceeds of $742,000 Cdn.

|c) | Vehicle Leasing and
Sales
|-- | -------------------------

The Company entered into the vehicle leasing market in
September 1996 (fiscal year 1997) in order to diversify its business activities
and to increase monthly cash flows.

On August 22, 1996 Venture Pacific Vehicle LeaseCorp Inc.
("LeaseCorp") a wholly-owned subsidiary of the Company, was formed to operate a
used vehicle leasing business in the Lower Mainland of British Columbia ("BC"),
with its main focus to capitalize on the untapped subprime segment of the credit
market.

On January 15, 2003 the assets of Leasecorp. were sold at a
price of $550,000. The sale proceeds were divided into two payments, $500,000
and $50,000, which represented a holdback on the purchase. The $500,000 amount
was applied to Leasecorp.'s secured $750,000 outstanding loan, thereby reducing
the loan amount to $250,000. On March 26th, 2003, the remaining
$50,000 holdback was distributed between the purchaser as to $32,024.02 and
$18,101.32 which was applied to the remaining $250,000 loan, thereby reducing
the loan to $231,898.68. Interest on this loan was being accrued at the rate of
12% per annum.

Proceeds from the sale of the Pahrump property were used to pay
off this loan in its entirety.

|d) | 50% Joint Venture
|-- | -----------------

On May 31, 2002, the Company sold its 50% joint venture
interest in the Pemberton Junction Store Joint Venture located in Pemberton,
British Columbia for net proceeds of $739,249. The Company's 50% interest
generated gross sales of $384,460 and $20,899 income before general and
administrative expenses for the year ended March 31, 2003 as compared to
$2,285,890 and $301,296 for the year ended March 31, 2002.

|C. | ORGANIZATIONAL
STRUCTURE
|-- | ------------------------

The Company's wholly owned subsidiaries are as follows:

- 345384 B.C. Ltd. ("345384")  This subsidiary was dissolved on March 30,
  2007.
- 345385 B.C. Ltd. ("345385")  This subsidiary was dissolved on October 12,
  2003.
- 371208 B.C. Ltd. ("371208")  This subsidiary was dissolved on February 7,
  2003.
- Venture Pacific Development Corporation USA ("VPDC USA")  and its
  wholly-owned subsidiary VenPac Nevada 1, Inc. ("Venpac Nevada")  This charter
  has been allowed to lapse.
- Venture Pacific Capital Corporation ("Capital")  This subsidiary is being
  allowed to lapse.
- Venture Pacific Vehicle LeaseCorp Inc. ("LeaseCorp")  Subsidiary sold
  with lease business.

11

---

|D. | PROPERTY, PLANTS AND
  EQUIPMENT
|-- | --------------------------------

Pahrump, Nevada - USA

The Company's real estate holdings in the United States
consisted of an 18.4 acre parcel of land in Pahrump, Nevada. The first purchase
of 12.86 acres and a 0.23 acre well site in 1997 was augmented with the purchase
of 5.31 acres adjoining the property on August 28, 1998. The 18.4 acre site is
located on the east side of Highway 160, just north of Basin Road to Lockspur
Road, in the town of Pahrump. The township of Pahrump has a population of
approximately 30,000 residents and is located approximately 60 miles northwest
of Las Vegas. It is unincorporated and there are no zoning by-laws or
restrictions on the property.

On February 12, 2004 the Company announced that their wholly
owned U.S. subsidiary, Venpac Nevada I, Inc., had completed their transaction
with respect to the sale of the Pahrump, Nevada property. The land was sold for
a total dollar value of $2,500,000 U.S. Less costs and the pay out of all
secured creditors of the Company, the Company received net proceeds of
$938,085.29 U.S.

Pemberton, British Columbia - Canada

In December 1988, the Company, through its wholly owned
subsidiary 345384 B.C. Ltd., acquired, for a purchase price of $175,000,
approximately 133 acres of bare land located immediately north of Pemberton on
the north side of Lillooet River.

The Company announced on March 9, 2007 that their wholly owned
subsidary had closed on the sale of this parcel of land for gross proceeds of
$742,000 Cdn. less costs which provided the Company with net proceeds of
$717,704.49 Cdn.

Cardlock Fuel Depot

In May 1988, the Company through its wholly owned subsidiary,
345385 B.C. Ltd. acquired 0.93 acres of a vacant site located on Highway 99,
approximately 325 meters from the Pemberton Junction Store site for a purchase
price of $60,000 Cdn.

On October 2, 2003 the Company announced that the property was
sold for a total dollar value of $265,000 Cdn. A portion of the sales proceeds
were used to make a lump sum payment of $50,000 to a secured credit who held a
judgement against the Company in the amount of $250,000.

River Front Property 40.5 Acre Site - Canada

In September 1989, the Company, through its wholly owned
subsidiary, 371208 B.C. Ltd., acquired an interest in 40.5 acres of bare land
located in Pemberton for a purchase price of $225,000. The property is part of
an Agricultural Land Reserve and as such was not immediately available for
development. "Agricultural Land Reserves" were established by government
legislation in April 1973 to preserve agricultural lands for present and future
use and to protect them from encroachment of non-farm uses and subdivisions.
Such designation greatly limits development potential of certain lands, but does
permit one dwelling unit per 10 acres.

On January 30, 2003 the Company sold this parcel of land for
$800,000 less costs which provided the Company with net proceeds of $766,952.61.
With the proceeds from the sale of this property, which formed part of the
security on this loan, the $300,000 bridge loan was repaid thereby reducing the
outstanding loan amount back to $700,000.

12

---

Gas Bar and Convenience Store - Canada

In July 1988, the Company, through its wholly owned subsidiary,
Pemberton Junction Store Ltd., acquired 0.6 acres of land located at the
junction of Portage Road and Highway 99 in The Village of Pemberton. In 1990,
Pemberton Junction Store Ltd. constructed a gasbar, car wash and 24 hour
convenience store on the property. The development was then leased to
PetroCanada Inc. on July 1, 1990, who, in turn, sublet it back to Pemberton
Junction Store Ltd.

On October 23, 1992 the Company sold 50% of its interest in the
development to 341794 B.C. Ltd. ("B.C. Ltd."). On October 31, 1992 the Company
entered into a Joint Venture Agreement with B.C. Ltd., forming the Pemberton
Junction Store Joint Venture ("PJSJV"). The terms of the joint venture will
continue until it is dissolved in accordance with specific provisions within the
Co-owners Agreement, or on October 31, 2012, whichever is the earliest. By
Agreement dated October 31, 1992 Nester's Market Ltd. was appointed manager of
the gas bar and convenience store operations. B.C. Ltd. is a wholly owned
subsidiary of Nester's Market Ltd. No affiliation exists between the Company,
its directors, officers or beneficial owners and Nester's Market Ltd., and its
directors, officers or beneficial owners.

The following table reports the sales and profits figures for
the Pemberton Junction Store Joint Venture PJSJV for the 1999 to 2003 fiscal
years.

|50% Share In: |   | 2003    |  |   | 2002      |  |   | 2001      |  |   | 2000      |  |   | 1999      | 
|------------- | - | ------- |  | - | --------- |  | - | --------- |  | - | --------- |  | - | --------- | 
|              |   |         |  |   |           |  |   |           |  |   |           |  |   |           | 
|Total Sales:  | $ | 384,460 |  | $ | 2,285,890 |  | $ | 1,977,266 |  | $ | 2,334,092 |  | $ | 2,573,258 | 
|Net Profits:  |   | 6,677   |  | $ | 66,394    |  | $ | 8,434     |  | $ | 14,701    |  | $ | 45,462    | 

On May 31, 2002, the Company sold its remaining 50% joint
venture interest in the Pemberton Junction Store Joint Venture located in
Pemberton, British Columbia to their joint venture partner, for net proceeds of
$739,249. The Company's 50% interest generated gross sales of $384,460 and
$20,899 income before general and administrative expenses for the year ended
March 31, 2003 as compared to $2,285,890 and $301,296 for the year ended March
31, 2002.

|ITEM 5. | OPERATING AND FINANCIAL REVIEW
      AND PROSPECTS
|------- | --------------------------------------------------

Basis of Presentation

The consolidated financial statements for the year ended March
31, 2007 present the results from operations of the parent company, Pacific
Harbour Capital Ltd., and 100% of the results of operations from all of its
wholly-owned subsidiaries. These wholly-owned subsidiaries are:

- 345384 B.C. Ltd. ("345384")  This subsidiary was dissolved on March 30,
  2007.
- 345385 B.C. Ltd. ("345385")  This subsidiary was dissolved on October 23,
  2003.
- 371208 B.C. Ltd. ("371208")  This subsidiary was dissolved on February 7,
  2003.
- Venture Pacific Development Corporation USA ("VPDC USA")  Charter revoked
  August 1, 2004
- VenPac Nevada I, Inc. ("Venpac Nevada")  Charter revoked December 1, 2005
- Venture Pacific Capital Corporation ("Capital")  This subsidiary allowed
  to lapse
- Venture Pacific Vehicle LeaseCorp Inc. ("LeaseCorp")  Subsidiary sold
  with lease business

These consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles ("Canadian
GAAP"), but where application of Canadian GAAP results in differences with
financial statements prepared in accordance with United States generally
accepted accounting principles ("'US GAAP"), these differences have been
disclosed in Item 3A.

The consolidated financial statements are denominated in
Canadian dollars and have not been translated into United States dollars. The
following discussion centers around the operations for the current year ended
March 31, 2007 (fiscal 2007) with comparison to the prior year ended March 31,
2006 (fiscal 2006).

13

---

|A. | OPERATING RESULTS
|-- | -----------------

The Companys revenue consisted mainly of investment income,
gain on the sale of marketable securities and the gain on the sale of land.
Revenue from existing resources increased this year by $293,424 to $515,062.

The Companys general and administrative expenses declined in
the year from $357,884 in fiscal 2006 to $266,248 in fiscal 2007, a decline of
$91,636 or 26%. The decrease was mainly attributable to a reduction in
stock-based compensation pursurant to the issuance of stock options for
personnel and directors in fiscal 2006.

The Company received fees in the amount of $48,741 from a
related company that has a director and officer in common. Fees were received
for shared office facilities and administration staff.

The Company realized a decrease in legal and professional fees
during fiscal 2007 from $13,040 in fiscal 2006 to $8,956 in fiscal 2007.

In fiscal 2007, the Company paid $24,000 in consulting and
management fees to a company controlled by a director and officer of the
Company. In addition, the Company paid $241 (2006: $2,077) in legal fees to a
law firm whose partner is a director of the Company.

During the last fiscal year, corporate administration fees
increased from $24,682 in fiscal 2006 to $25,735 in fiscal 2007. During this
same period wages and benefits increased slightly from $96,977 in fiscal 2006 to
$98,935 in fiscal 2007 due to the addition of part-time administrative
staff.

Overall the Company reported net income of $334,657 or $0.05
income per share for the year ended March 31, 2007 compared to net loss of
$99,365 or $0.01 loss per share for the year ended March 31, 2006.

|B. | LIQUIDITY AND CAPITAL
  RESOURCES
|-- | ---------------------------------

Working capital increased by $281,966 from $742,997 at March
31, 2006 to $1,024,963 at at March 31, 2007. The increase was attributable to
proceeds from sale of land and from settlement of accounts payable. The Company
is of the opinion that the working capital is sufficient for the Companys
present requirements.

For the year ended March 31, 2007, the Company had negative
cash outflow of $278,216 from operating activities compared to $269,476 negative
cash outflow from 2006 operating activities. From an operating standpoint, the
Company continues to rely on proceeds from the sale of investments or property
to remedy operating deficiency. The Company has no plans for any material
capital expenditure in the coming year.

The Company did not engage in any financing activities in
fiscal 2007.

In fiscal 2007, the Company invested $82,932 in marketable
securities and investments and received proceeds of $233,856 from the sale of
marketable securites. In addition, the Company received $719,226 from the sale
of land. Overall net proceeds from investing activities were $857,156.

The Company generated positive net cash inflow of $578,940 for
the year. Depending on future growth and investment activities, the Company may
obtain equity to support acquisition or investment activities.

Prepared in accordance with US GAAP the net income for the year
ended March 31, 2007 would be $221,982 compared to a net loss of $207,073 for
the year ended March 31, 2006. The differences between Canadian and US GAAP
result mainly from the treatment of certain costs which were deferred under
Canadian GAAP but are expensed under US GAAP.

14

---

Net assets in accordance with Canadian GAAP were $1,156,569 at
March 31, 2007 compared to $934,996 at March 31, 2006. Net assets in accordance
with US GAAP would be $1,167,952 at March 31, 2007 and $1,059,044 at March 31,
2006. Again the reason for these differences under Canadian and US GAAP is the
timing of expensing certain costs.

Potential changes in other current assets (Accounts receivable,
Inventory, and Prepaid expense and deposits) or current liabilities (Accounts
payable, Security deposits, Deferred revenue) are not known at this time or are
not considered by management to have a significant impact on the liquidity of
the Company.

|               |  |                |  |  |                |  |   |          |  |   |             |  |   | Estimated   | 
|-------------- |  | -------------- |  |  | -------------- |  | - | -------- |  | - | ----------- |  | - | ----------- | 
|               |  |                |  |  |                |  |   |          |  |   | Net Book    |  |   | Fair Market | 
|               |  |                |  |  |                |  |   |          |  |   | Value as at |  |   | Value as at | 
|               |  | Name of        |  |  | Date of        |  |   | Original |  |   | March 31,   |  |   | March 31,   | 
|Property       |  | Subsidiary     |  |  | Acquisition    |  |   | Cost     |  |   | 2007        |  |   | 2007        | 
|               |  |                |  |  |                |  |   |          |  |   |             |  |   |             | 
|Lillooet River |  | 345384 BC Ltd. |  |  | December1988   |  | $ | 175,000  |  | $ | 0           |  | $ | 0           | 
|Front *        |  |                |  |  |                |  |   |          |  |   |             |  |   |             | 
|Lillooet Water |  | 371208 BC Ltd. |  |  | September 1989 |  | $ | 225,000  |  | $ | 0           |  | $ | 0           | 
|Front **       |  |                |  |  |                |  |   |          |  |   |             |  |   |             | 
|Cardlock Fuel  |  | 345385 BC Ltd. |  |  | May 1988       |  | $ | 60,000   |  | $ | 0           |  | $ | 0           | 
|Depot ***      |  |                |  |  |                |  |   |          |  |   |             |  |   |             | 
|Total          |  |                |  |  |                |  |   |          |  | $ | 0           |  | $ | 0           | 

|*   | The sale of this 133-acre parcel of land was completed on
      March 8, 2007 for a total dollar value of $742,000.                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                   
|**  | The sale of this 40-acre parcel of land was completed on
      February 12, 2003 for a total dollar value of $800,000. The Company
      registered an easement against this property to gain access to the
      Company's 133-acre parcel of land on the other side of the Lillooet
      River.
|    |                                                                                                                                                                                                                                                                                                   
|*** | The sale of this 1-1/2 acre cardlock property was
      completed on October 2, 2003 for a total dollar value of
  $265,000.                                                                                                                                                                      

Venture Pacific Vehicle LeaseCorp's loan of $1,000,000 was
secured by a pledge of assets (land) held by three other subsidiaries of the
Company (345384 B.C. Ltd., 345385 B.C. Ltd., and 371208 B.C. Ltd.) and the
Company's land holdings in Pahrump, Nevada. This loan was subsequently
refinanced and LeaseCorp entered into a new loan agreement with Hartford
Securities Ltd. ("Hartford") in the amount of $750,000. Hartford was owned
wholly or partially by Arthur Clemiss and was located in Grand Cayman, British
West Indies. This loan was also secured by the vehicle inventory held by Venture
Pacific Vehicle LeaseCorp.

On January 15, 2003 the assets of LeaseCorp were sold for
$550,000. The sale proceeds were divided into two payments, one for $500,000 and
one for $50,000. The $500,000 payment was applied wholly to LeaseCorp's
indebtedness to Hartford Securities, thereby reducing the loan amount to
$250,000. 60 days after closing the remaining $50,000 was divided between the
purchaser as to $31,898.68 for lease payments received by LeaseCorp during the
60-day period and $18,101.32 to Hartford Securties, thereby reducing the loan to
$231,898.68. Monthly interest at 12% per annum was being accrued on this loan
and the loan was due on March 31, 2004.

The mortgage on the Pahrump property for $349,395 (US$238,040)
was due on August 28, 2008. Interest was fixed for that period at 10%. Payments
were made monthly for both principal and interest over a ten year term. However,
the mortgage payment of US$4,762 per month was due in US dollars, so that the
amount recorded in the financial statements could go up or down according to
changes in the exchange rate between Canadian and US dollars.

On April 5, 1999 the Company obtained a loan in the amount of
$300,000. The loan was due to Hartford Securities Ltd. On April 12, 2001 the
loan was increased by $100,000 to a total of $400,000. On February 22, 2002 the
loan was increased by an additional $300,000 bringing the total loan payable to
$700,000. On December 1, 2002 the loan was again increased by an additional
$300,000 bringing the total loan payable to Hartford Securities to $1,000,000.
This loan was secured by mortgages on the Company's Pemberton properties and the
property in Pahrump, Nevada. This loan was due and payable by March
31st, 2003 and beared interest at 12% per annum.

15

---

Upon completion of the sale of the Company's 40-acre parcel of
land held in Pemberton, B.C. by its wholly-owned subsidiary, 371208 BC Ltd., a
portion of the above loan in the amount of $300,000 was repaid to Hartford
Securities. This left an outstanding balance due to Hartford Securities of
$700,000 plus interest being accrued at the rate of 12% per annum.

On February 12, 2004 the Company announced the completion of
their transaction with respect to the sale of the Pahrump, Nevada property. A
portion of the proceeds of this sale were applied to clear the balance of the
Company's and Leasecorp's indebtedness to Hartford Securities thereby repaying
the loans in their entirety. Proceeds from the sale of the property were also
used to pay off the mortgage held on the property.

In fiscal 1997, the Company abandoned plans to develop the
parcel of land located in Pemberton B.C. and held by its wholly-owned
subsidiaries, 345384 B.C. Ltd. Therefore the cost of the land (original
acquisition costs plus property taxes, carrying costs, legal fees and other
costs expended) was reclassified from "Property held for development' 'to "Land
held for resale".

|C. | RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES,
      ETC.
|-- | ----------------------------------------------------------

This is not applicable to the Company.

|D. | TREND INFORMATION
|-- | -----------------

This is not applicable to the Company.

|E. | OFF-BALANCE SHEET
  ARRANGEMENTS
|-- | --------------------------------

The Company has no off-balance sheet arrangements.

|F. | TABULAR DISCLOSURE OF CONTRACTUAL
      OBLIGATIONS
|-- | ---------------------------------------------------

The Company has no contractural obligations of the type
required to be disclosed in this section.

|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND
      EMPLOYEES
|------- | ------------------------------------------------

The Directors of the Company are elected annually by the
shareholders and hold office until the next annual general meeting of the
shareholders or until their successors are duly elected and qualified, unless
they resign sooner or cease to be directors in accordance with the Company's
Articles. The Company's last annual general meeting was held on August 20, 2007
and the next meeting must be held within 13 months of that date as specified by
the Company's Articles. The Company's executive officers are appointed by and
serve at the pleasure of the Board of Directors. As of August 29, 2007, the
following persons were directors and executive officers of the Company:

|NAME               | AGE | POSITION                | DATE OF APPOINTMENT
|------------------ | --- | ----------------------- | -------------------
|Thomas Pressello * | 38  | Director                | December 12, 2001  
|                   |     | Chief Executive Officer |                    
|                   |     | and President           | March 5, 2002      
|                   |     |                         |                    
|Michael Reynolds * | 43  | Director                | July 26, 2005      
|                   |     |                         |                    
|David Raffa *      | 50  | Director                | December 7, 2005   

* Member of Audit Committee

16

---

|A. | DIRECTORS AND SENIOR
  MANAGEMENT
|-- | ---------------------------------

Thomas Pressello was appointed to the Board of
Directors on December 14, 2001 and serves as Chief Executive Officer and
President of the Company. Since 1994, Mr. Pressello has been active as a
Business Consultant advising on structuring several financial transactions in
mining, real estate and other sectors; Project Manager, Samoth Capital
Corporation (1993 to 1994) responsible for mortgage pool and syndicated
investments and Manager, Corporate Banking, TD Bank (1992 to 1993). Mr.
Pressello is a graduate from the Richard Ivey School of Business, University of
Western Ontario.

Michael Reynolds was appointed to the Board of
Directors on July 26, 2005. Mr. Reynolds was an investment advisor having spent
from 1986 to January 2005 with Canaccord Capital Corporation, a full service
investment dealer in Canda with capital markets operations in the United Kingdom
and the Uunited States. Canaccord is publicly traded on the the Toronto Stock
Exchange and AIM, a market operated by the London Stock Exchange. During Mr.
Reynolds tenure with Canaccord he was instrumental in securing public financing
for a number of listed companies on both the Toronto Stock Exchange and the TSX
Venture Exchange.

David J. Raffa was appointed as Secretary of the
Company on March 21, 2002 appointed to the Board of Directors on December 7,
2005. On June 27, 2007 Mr. Raffa resigned in his capacity as Secretary but
remains on the board as a director. Mr. Raffa is one of the founders, COO and
Fund Manager of BC Advantage Funds (VCC) Ltd. and is a member of the Board of
the BC Technology Industries Association and has been an advisor to both the
B.C. Securities Commission and the TSX Venture Exchange in repect of issues
material to the technology industry. Mr. Raffa is a lawyer previously with the
law firm Catalyst Corporate Finance Lawyers.

Subsequent to Mr. Raffas resignation as Secretary of the
Company, the Company appointed Deborah McDonald, an employee of the Company, to
hold this position.

The Directors have served in their respective capacities since
their election and/or appointment and will serve until the next Annual General
Meeting or until a successor is duly elected, unless the office is vacated in
accordance with the Articles of the Company.

There are no family relationships between any Directors of the
Company. There are no arrangements or understandings with major shareholders,
customers, suppliers or others, pursuant to which any person referred to above
was selected as a director or member of senior management.

|B. | COMPENSATION
|-- | ------------

The Company has no standard arrangement pursuant to which
directors and/or officers are compensated by the Company for services in their
capacity as directors except for the granting from time to time of stock options
in accordance with the policies of the TSX Venture Exchange.

The Company is required, under applicable securities
legislation in Canada, to disclose to its shareholders details of compensation
paid to its executive officers. The following reflects all material information
regarding compensation to the Companys executive officers which has been
disclosed to the Companys shareholders under applicable Canadian law.

Cash and Non-Cash Compensation  Executive Officers

The Company currently has one executive officer: Thomas
Pressello, President and Chief Executive Officer (the Named Executive
Officers).

The following table provides a summary of compensation paid to
the Named Executive Officer for each of the companys three most recently
completed fiscal years.

17

---

Annual Compensation
    Long-Term CompensationAwards
    PayoutsName and Principal Position
    Financial Year
      Ending
    Salary
    Bonus
    Other Annual Compen-
      sation (1)
    Securities Under Options
      Granted/ SARs Granted (2)
    Restricted Shares or
      Restricted Share Units
    LTIP Payouts
      (3)
    All Other Compen-
      sation (Cdn.$)THOMAS PRESSELLO, C.E.O &
      PRESIDENT
    2007 2006 2005
    Nil Nil Nil
    Nil Nil Nil
    $24,000(4) $44,250(4)
      $78,000(4)
    Nil Nil 352,014
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil


|1) | Director fees, consulting/managment fees and car
      allowance.                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                               
|2) | Stock Appreciation Rights.                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                               
|3) | Long Term Incentive Plan.                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                               
|4) | These monies were paid to 467422 B.C. Ltd and Equation
      Capital Consulting Ltd., private B.C. companies whose shares are owned by
      the Pressello Trust of which Thomas Pressello is a Trustee and
      Beneficiary.

No new stock options were granted to the Named Executive
Officer of the Company during the fiscal year ended March 31, 2007.

There were no repricings of stock options held by Named
Executive Officers of the Company during the fiscal year ended March 31, 2007,
although subsequent to the year end the stock option expiry date was amended
from December 13, 2007 to June 25, 2012.

Aggregated Option Exercised in Last Fiscal Year and Fiscal
Year-End Option Values

The following table sets out forth details of all exercises of
stock options during the most recently completed fiscal year by the Named
Executive Officer and the number of unexercised options held by the Named
Executive Officer. During this period, no outstanding SAR's were held by the
Named Executive Officer.

Name
    Securities Acquired
      on Exercise
    Aggregate Value
      Realized ($)(1)
    Unexercised Options at
      Fiscal Year-End Exercisable/
      Unexercisable (#)
    Value of Unexercised In
      -The-Money Options At Fiscal Year-End ($)
      Exercisable/Unexercisable(2)THOMAS PRESSELLO CEO & PRESIDENT
    Nil
    Nil
    352,014
    $38,721.54


|1) | Based on the difference between the option exercise
      price and the closing market price of the Companys shares on the date of
      exercise.                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                              
|2) | In-the-Money Options are those where the market value
      of the underlying securities as at the most recent fiscal year-end exceeds
      the option exercise price. The average 10 day closing price of the common
      shares as at March 30, 2007 was $0.35 per
share.

18

---

Pension Plan

No pension plan or retirement benefit plans have been
instituted by the Company and none are proposed at this time.

Termination of Employment, Change in Responsibilities and
Employment Contracts

The Company has no plans or arrangements in respect of
remuneration received or that may be received by the Named Executive Officers in
the Companys most recently completed financial year or current financial year
in respect of compensating such officer in the event of termination of
employment (as a result of resignation, retirement, change of control, etc.) or
a change in responsibilities following a change of control.

Cash and Non-Cash Compensation  Directors

The Company has no formal plan for compensating its directors
for their service in their capacity as directors except for the granting from
time to time of incentive stock options in accordance with the policies of the
TSX Venture Exchange.

Options Grants During The Most Recently Completed Fiscal
Year

The Company did not grant any new options to directors of the
Company during the fiscal period ended March 31, 2007.

The following table sets out details of all stock options held
by directors who are not Named Executive Officers during the most recently
completed fiscal year and the fiscal year-end value of unexercised options on a
aggregate basis

Name
    Securities Acquired
      on Exercise
    Aggregate Value
      Realized ($)(1)
    Unexercised Options at
      Fiscal Year-End Exercisable/
      Unexercisable (#)
    Value of Unexercised In
      -The-Money Options At Fiscal Year-End ($)
      Exercisable/Unexercisable(2)Michael Reynolds
    Nil
    Nil
    352,014
    $38,721.54David Raffa
    Nil
    Nil
    150,000
    $ 13,500.00


1) Based on the difference between the option exercise price
and the closing market price of the Companys shares on the date of
exercise.

2) In-the-Money Options are those where the market value of
the underlying securities as at the most recent fiscal year-end exceeds the
option exercise price. The average 10 day closing price of the common shares as
at March 30, 2007 was $0.35 per share.

There were no repricings of stock options held by directors of
the Company during the fiscal year ended March 31, 2007.

Securities Authorized For Issuance Under Equity Compensation
Plans

The following table sets out the Companys compensation plans
under which equity securities of the Company are authorized for issuance as at
the end of the most recently completed fiscal year.

19

---

Plan Category
    Number of securities to be
      issued upon exercise of outstanding options,
      warrants and rights (a)
    Weighted average exercise price
      of outstanding options, warrants and
      rights (b)
    Number of securities remaining
      available for future issuance under equity
      compensation plans (excluding securities reflected
      in column (a)) (c)Equity compensation plans approved by
      securityholders
    1,009,028
    $0.24
    399,027Equity compensation plans not approved by
      shareholders
    Nil
    Nil
    N/ATotal
    1,009,028
    $0.24
    399,027


|C. | BOARD PRACTICES
|-- | ---------------

Each director of the Company is elected annually and holds
office until the next Annual General Meeting of the members unless that person
ceases to be a director before then. The Companys last Annual General Meeting
was held on August 20, 2007 when all directors were re-elected to the Board.
Thomas Pressello has been a director of the Company since December 14, 2001 and
President and Chief Executive Officer of the Company since March 5, 2002;
Michael Reynolds has been a director of the Company since July 26, 2005 and
David Raffa has been a director of the Company since December 7, 2005. The
Company has no arrangement to provide benefits to directors upon termination of
employment.

The Audit Committee of the Compay consists of the Companys
entire Board of Directors, Thomas Pressello, David Raffa and Michael Reynolds.
The Audit Committee is directed to review the scope, cost and results of the
independent audit of the Company's books and records, the results of the annual
audit with management and the internal accountants; and the adequacy of the
Company's accounting, financial and operations controls, refine and amend them
to comply with public company disclosure as necessary.

The Company does at the present time have an remuneration
committee.

|D. | EMPLOYEES
|-- | ---------

During fiscal 2007, 2006 and 2005, the Company employed one
full time employee and two part-time employees, two employees worked in
administration roles and one worked in accounting. All employees are located at
the Company's offices in Vancouver, B.C. Canada. The Company has no relationship
with labour unions.

20

---

|E. | SHARE OWNERSHIP
|-- | ---------------

The following table sets forth the share ownership of those
persons listed in subsection 6.B above and includes the details of all options
or warrants to purchase shares of the Company held by such persons:

Name
    Number ofCommonShares Held atAugust 29,2007
    Number ofOptions orWarrantsOutstanding atAugust 29,2007
    BeneficialPercentageOwnership(1)
    ExercisePrice
    Expiry DateThomas Pressello
    200,250 *
    352,014
    7.62%
    $0.24
    June 25, 2012Michael Reynolds
    708,000
    352,014
    14.63%
    $0.24
    Dec. 7, 2010David Raffa
    Nil
    25,000
    2.07%
    $0.24
    Dec. 13, 2007125,000
    
    $0.24
    Dec.
      7, 2010


|*     | 200,000 of these shares are owned by the Pressello
      Trust of which Thomas Pressello is a Trustee and Beneficiary.
|----- | ----------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                       
|*(1)* | *This table has been prepared based on 7,247,703 Common Shares
      outstanding as of August 29, 2007.*              

The Company adopted a stock option plan, approved by the Board
of Directors on August 15, 2002 and by the shareholders of the Company on
September 19, 2002 (the "2002 Plan") under which the maximum number of common
shares reserved for issuance pursuant to the grant of stock options was
2,816,111. Subsequent to the adoption of the 2002 Plan, the shares were
consolidated on a 2:1 basis and the stock option plan was consolidated by the
same ratio. This is approximately 20% of the current issued and outstanding
shares.

|ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY
      TRANSACTIONS
|------- | -------------------------------------------------------

|A. | MAJOR SHAREHOLDERS
|-- | ------------------

The following table sets forth the share ownership of those
persons holding greater than 5% of the Companys common shares held by such
persons. The percentages for each listing are calculated based on the number of
outstanding common shares of 7,247,703.

NUMBER OF COMMON
    PERCENTAGE OFSHARES HELD AS AT
    OUTSTANDINGNAME AND ADDRESS
    AUGUST 29, 2007
    SHARES HELDHartford Estate Holdings Ltd.*
    1,582,120
    21.83%#503  100 Park RoyalWest Vancouver, B.C.V7T 1A2Michael Reynolds
    708,000
    9.77%#1502  543 Granville StreetVancouver, B.C.V6C 1X8


- Hartford Estate Holdings Ltd. is a private British Columbia incorporated
  company wholly-owned by Marion Clemiss.

21

---

There has been no change in the percentage ownership held by
major shareholders during the past three years. Also all shareholders of common
shares are afforded the same voting rights.

Based on the records of Computershare Trust Company of Canada,
the Company's registrar and transfer agent, as at July 31, 2007 there were
7,247,703 issued and outstanding Common Shares and 24 registered shareholders of
which 16,666 Common shares were held by 14 registered shareholders located in
the United States; 79,884 Common shares held by 9 registered shareholders
located in Canada and 13,000 Common shares held by 1 registered shareholder
located in the Cayman Islands.

The Company is not directly or indirectly owned or controlled
by any person, corporation or foreign government.

The Company is unaware of any events which may occur in the
future to result in a change of control of the Company.

|B. | RELATED PARTY
TRANSACTIONS
|-- | --------------------------

There were no related party transactions in the fiscal year
ended March 31, 2007, or proposed material transactions between the Company or
any of its subsidiaries and:

| | a) | enterprises that directly or indirectly through one or
      more intermediaries, control or are controlled by, or are under common
      control with the Company;                                                                                                                                                                                                                                       
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                           
| | b) | associates;                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                           
| | c) | individuals owning, directly or indirectly, an interest
      in the voting power of the Company that gives them significant influence
      over the Company, and close members of any such individuals
  family;                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                           
| | d) | key management personnel, that is, those persons having
      authority and responsibility for planning, directing and controlling the
      activities of the Company, including directors and senior management of
      companies and close members of such individuals familities;                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                           
| | e) | enterprises in which a substantial interest in the voting
      power is owned, directly or indirectly, by any person described in (c) or
      (d) or over which such a person is able to exercise significant influence
      including enterprises owned by directors or major shareholders of the
      Company and enterprises that have a member of key management in common
      with the Company.

|C. | INTERESTS OF EXPERTS AND
  COUNSEL
|-- | ----------------------------------

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 item.

|ITEM 8. | 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 March 31, 2007 audited by
Amisano Hanson, an independent auditor. Included in these statements are the
Audit Report dated June 8, 2007, Balance Sheets as at March 31, 2007 and 2006,
Consolidated Statements of Operations for the fiscal years ended March 31, 2007,
2006 and 2005, Consolidated Statements of Cash Flows for the fiscal years ended
March 31, 2007, 2006 and 2005, Consolidated Statements of Shareholders Equity
for the fiscal years ended March 31, 2007, 2006 and 2005, Consolidated Schedules
of General and Administrative Expenses (Schedule 1) for the fiscal years ended
March 31, 2007, 2006 and 2005, Notes to the Financial Statements and
Managements Discussion and Analysis Report as at July 13, 2007.

The Company is currently involved with one legal case. The case
involves a law firm engaged by the previous management. The firm claims
outstanding legal fees of approximately $32,000. The Company is in the process
of contesting the amount through the court and deems it unreasonable. This legal
fee has been accrued in the financial statement in full.

22

---

In consideration of payment in the amount of $27,641.91 a
previous lawsuit that was filed against the Company by a legal firm used by
previous management of the Company was dismissed and mutual releases were
provided by each party. Former management of the Company had purchased the debts
of this legal firm and asserted a claim against the Company.

The Company has not paid any cash dividends on its common stock
since incorporation and anticipates that, for the forseeable future, earnings,
if any, will continue to be retained for use in its business.

|B. | SIGNIFICANT CHANGES
|-- | -------------------

No significant change has occurred since the date of the annual
financial statements included in this annual report on Form 20-F.

|ITEM 9. | THE OFFER AND LISTING
|------- | ---------------------

|A. | THE OFFER AND LISTING
  DETAILS
|-- | -------------------------------

The Company has two classes of capital stock, Common Shares
without par value and Preferred Shares without par value. The Company became a
public company on December 3, 1987 when it undertook an initial public offering
of its common shares in British Columbia, Canada and was listed on the Vancouver
Stock Exchange ("VSE") (now the TSX Venture Exchange ("TSX-VE"). The Companys
listing on the TSX-VE is as a Tier I Company trading under the symbol "PCF". In
the United States the common shares are quoted on the Over-The-Counter Bulletin
Board under the symbol "PCFHF".

The following table sets forth, for the five fiscal years
indicated, the high and low reported market price of the Company's Common Shares
on the TSX-VE and the OTC Bulletin Board:

|            |  | TSX Venture Exchange (in
      Canadian $) |  |  | OTC Bulletin Board (in US
      $) | 
|----------- |  | ------------------------------------------ |  |  | ---------------------------------- | 
|            |  |                                            |  |  |                                    | 
|Fiscal Year |  | High                                       |  |  | Low                                | 
|2007        |  | 0.85                                       |  |  | 0.23                               | 
|2006        |  | 0.74                                       |  |  | 0.165                              | 
|2005        |  | 0.35                                       |  |  | 0.155                              | 
|2004        |  | 0.27                                       |  |  | 0.10                               | 
|2003        |  | 0.50                                       |  |  | 0.06                               | 

The following table sets forth, for the two most recent full
financial years, the high and low market price for each full financial quarter
of the Company's Common Shares on the TSX-VE and the OTC Bulletin Board:

|     |  |         |  |  | TSX Venture Exchange (in
      Canadian $) |  |  | OTC Bulletin Board (in US
      $) | 
|---- |  | ------- |  |  | ------------------------------------------ |  |  | ---------------------------------- | 
|     |  |         |  |  |                                            |  |  |                                    | 
|Year |  | Quarter |  |  | High                                       |  |  | Low                                | 
|2007 |  | 4th     |  |  | 0.35                                       |  |  | 0.255                              | 
|     |  | 3rd     |  |  | 0.26                                       |  |  | 0.23                               | 
|     |  | 2nd     |  |  | 0.49                                       |  |  | 0.235                              | 
|     |  | 1st     |  |  | 0.85                                       |  |  | 0.40                               | 
|2006 |  | 4th     |  |  | 0.74                                       |  |  | 0.245                              | 
|     |  | 3rd     |  |  | 0.29                                       |  |  | 0.20                               | 
|     |  | 2nd     |  |  | 0.275                                      |  |  | 0.165                              | 
|     |  | 1st     |  |  | 0.24                                       |  |  | 0.175                              | 

23

---

The following table sets forth for the most recent six months,
the high and low market price of the Company's Common Shares on the TSX-VE and
the OTC Bulletin Board:

|            |  | TSX Venture Exchange |  |  | OTC Bulletin Board (in US $) | 
|----------- |  | -------------------- |  |  | ---------------------------- | 
|            |  | (in Canadian $)      |  |  |                             
|            |  |                      |  |  |                              | 
|Month       |  | High                 |  |  | Low                          | 
|August 2007 |  | 0.39                 |  |  | 0.275                        | 
|July 2007   |  | 0.275                |  |  | 0.275                        | 
|June 2007   |  | 0.30                 |  |  | 0.255                        | 
|May 2007    |  | 0.34                 |  |  | 0.305                        | 
|April 2007  |  | 0.38                 |  |  | 0.325                        | 
|March 2007  |  | 0.35                 |  |  | 0.28                         | 

|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 item.

|C. | MARKETS
|-- | -------

The Common Shares of the Company are traded in Canada on the
TSX Venture Exchange ("TSX-VE), under the symbol "PCF", CUSIP #69439N105 and in
the United States are quoted on the Over-the-Counter Bulletin Board under the
symbol "PCFHF".

|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 item.

|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 item.

|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 item.

|ITEM 10. | ADDITIONAL INFORMATION
|-------- | ----------------------

|A. | SHARE CAPITAL AND NAME
  CHANGE
|-- | -------------------------------

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 item.

|B. | MEMORANDUM AND ARTICLES OF
    ASSOCIATION
|-- | ------------------------------------------

The Company was incorporated as Glider Resources Inc.
(Incorporation Number 306302) under the Company Act (British Columbia) on March
18, 1986. The Company became a public company on December 3, 1987 when it
undertook an initial public offering of its common shares in British Columbia,
Canada and was listed on the Vancouver Stock Exchange ("VSE") (now the TSX
Venture Exchange ("TSX-VE"). The Company's listing on the TSX-VE is as a Tier 1
Company trading under the symbol "PCF". In the United States the common shares
are quoted on the Over-The-Counter Bulletin Board under the symbol "PCFHF".

24

---

On October 21, 2002, the Company consolidated the issued and
outstanding common shares resulting in two old shares of the Company being
consolidated into one new common share. At the same time, the authorized capital
of the Company was increased to 100,000,000 common shares without par value (the
"Common Shares") and 100,000,000 Preferred Shares without par value (the
"Preferred Shares"). As of the Company's year end of March 31, 2006 there were
7,247,703 Common Shares issued and outstanding and no issued Preferred
Shares.

The British Columbia Business Corporations Act (the "Act") came
into force in British Columbia on March 29, 2004 and requires that every company
in British Columbia file a Transition Application containing a Notice of
Articles within two years of the Act coming into force. The Company filed the
Transition Application/Notice of Articles with the Registrar of Companies on
April 27, 2004 and the Articles were amended to the extent necesssary to ensure
compliance with s.438(3) of the Act. Amended Articles were Edgar filed with the
Companys 20-F filed on September 29, 2005.

With respect to directors, the Articles of the Company provide
that a director or senior officer who holds any office or possesses any
property, right or interest that could result, directly or indirectly, in the
creation of a duty or interest that materially conflicts with that individual's
duty or interest as a director or senior officer, must disclose the nature and
extent of the conflict as required by the Business Corporations Act.

The Articles also provide that:

(a) A director who holds a disclosable interest in a contract
or transaction into which the Company has entered or proposes to enter is not
entitled to vote on any directors' resolution to approve that contract or
transaction, unless all the directors have a disclosable interest in that
contract or transaction, in which case any or all of those directors may vote on
such resolution

(b) A director or senior officer who holds a disclosable
interest (as that term is used in the Business Corporations Act) in a
contract or transaction into which the Company has entered or proposes to enter
is liable to account to the Company for any profit that accrues to the director
or senior officer under or as a result of the contract or transaction only if
and to the extent provided in the Business Corporations Act.

(c) A director who holds a disclosable interest in a contract
or transaction into which the Company has entered or proposes to enter and who
is present at the meeting of directors at which the contract or transaction is
considered for approval may be counted in the quorum at the meeting whether or
not the director votes on any or all of the resolutions considered at the
meeting.

(d) A director or senior officer who holds any office or
possesses any property, right or interest that could result, directly or
indirectly, in the creation of a duty or interest that materially conflicts with
that individual's duty or interest as a director or senior officer, must
promptly disclose to the directors the nature and extent of the conflict.

The directors must, subject to the Business Corporations
Act and these Articles, manage or supervise the management of the business
and affairs of the Company and have the authority to exercise all such powers of
the Company as are not, by the Business Corporations Actor by these
Articles, required to be exercised by the shareholders of the Company

The Articles of the Company provide that the Company, if
authorized by the directors, may:

|(1) | borrow money in the manner and amount, on the security,
      from the sources and on the terms and conditions that they consider
      appropriate;                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                               
|(2) | issue bonds, debentures and other debt obligations either
      outright or as security for any liability or obligation of the Company or
      any other person and at such discounts or premiums and on such other terms
      as they consider appropriate;

25

---

|(3) | guarantee the repayment of money by any other person or
      the performance of any obligation of any other person; and                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                   
|(4) | mortgage, charge, whether by way of specific or floating
      charge, grant a security interest in, or give other security on, the whole
      or any part of the present and future assets and undertaking of the
      Company.

There is no requirement in the Articles of the Company
requiring retirement or non-retirement of directors under an age limit
requirement, nor is there any minimum shareholding required for a directors
qualification.

Holders of common shares of the Company are entitled to vote at
meetings of shareholders and a resolution of the directors is required to effect
a change in the rights of shareholders. Holders of common shares are not
entitled to pre-emptive rights. Holders of common shares are entitled, rateably,
to the remaining property of the Company upon liquidation, dissoluton or winding
up of the Company and such holdes received dividends, if, as and when declared
by the directors of the Company. There are no restrictions on the purchase or
redemption of common shares by the Company and no provisions for sinking funds.
There is no liability on the part of any shareholder to further capital calls by
the Company nor any provision discriminating against any existing or prospective
holder of securities of the Copany as a result of such shareholder owning a
substantial number of shares. There are no limitations on the rights to own
securities, including the rights of non-resident or foreign shareholders to hold
or exercise voting rights on the securities imposed by the Act or by the
constating documents of the Company.

The Company is required to give its registered shareholders,
including intermediaries who hold shares on behalf of beneficial owners, not
less than 21 days notice of any general meeting of the Company, unless all such
shareholders consent to reduce or waive the period. In addition, the Company is
obliged to give notice no fewer than 30 or more than 60 days prior to the date
of the meeting. The Company then delivers in bulk, proxy-related materials in
the amounts specified by the intermediaries. No shares of the Company owned by
intermediaries may be voted at a general meeting of the company unless all
proxy-related materials are delivered to the ultimate beneficial owners of such
shares. The beneficial owner must then delivery voting instructions to the
intermediary to enable the intermediary to deliver a proxy to the Company on the
beneficial owners behalf within the time limited by the Company for the deposit
of proxies in order for the beneficial owners shares to be voted at the
meeting.

There is no provision in the Companys constating documents
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,
acquirisition or corporate restructuring involving the Company (or any of its
subsidiairies).

Securities legislation in British Columbia requires that
shareholder ownership must be disclosed once a person owns beneficially or have
control or direction over, greater than 10% of the issued shares of the
Company.

|C. | MATERIAL CONTRACTS
|-- | ------------------

The Company has not entered into any contracts other than the
ordinary course of business during the past two years.

|D. | EXCHANGE CONTROLS
|-- | -----------------

There are no laws or governmental decrees or regulations in
Canada that restrict the export or import of capital or that affect the payment
of dividends, interest or other payments to non-resident holders of the
Company's securities other than withholding tax requirements. For a discussion
of these withholding requirements see "Item E. Taxation" below.

There are no limitations under the laws of Canada, the Province
of British Columbia, or in the charter documents of the Company on the rights of
a non-resident to hold or vote the Company's Common Shares other than as
provided by the Investment Canada Act (the "Act!) enacted on June 20, 1985 and

26

---

as further amended, by the North American Free Trade Agreement
(NAFTA) Implementation Act (Canada) and the World Trade Organization (WTO)
Agreement Implementation Act, which requires the prior notification and, in
certain cases, advance review and approval by the Government of Canada of the
acquisition by a "non-Canadian" of "control" of a "Canadian business," all as
defined in the Act. The notification procedure involves a brief statement of
information about the investment on a prescribed form that is filed with
Investment Canada by the investor at any time up to 30 days following
implementation of the investment. Once the notice has been filed, a receipt
bearing the certificate date will be issued to the non-Canadian investor. The
receipt must advise the investor either that the investment proposal is
unconditionally non-reviewable or that the proposal will not be reviewed as long
as notice of review is not issued.

If an investment is reviewable, an order for review must be
issued within 21 days after the certified date on which notice of investment was
received. An application for review in the form prescribed is required to be
filed with Investment Canada prior to the investment taking place. Once the
application has been filed, a receipt will be issued to the applicant,
certifying the date on which the application was received. For incomplete
applications, a deficiency notice will be sent to the applicant, and if not done
within 15 days of receipt of application, the application will be deemed to be
complete as of the date it was received. Within 45 days after the complete
application has been received, the Minister responsible for the Investment
Canada Act must noticy the potential investor that the Minister is satisfied
that the investment is likely to be o net benefit to Canada. If with such 45-day
period the Minister is unable to complete the review, the Minister has an
additional 30 days to complete the review unless the applicant agrees to a
longer period. Within such additional period, the Minister must advise either
that hie is satsified or not satisfied that the investment is likely to be of
net benefit to Canada. If the time limits have elapsed, the Minister will be
deemed to be satisfied that the investment is likely to of net benefit to
Canada. The investment may not be implemented until the review has been
completed and the Minister is satisfied that the investment is likely to be of
net benefit to Canada.

If the Minister is not satisfied, the Non-Canadian must not
implement the investment or, if the investment has been implemented, could be
penalized by being required to divest itself of control of the business that is
the subject of the investement. The only types of business activities which have
been prescribed by regulation as related to Canadas cultural heritage of
national identity deal with publication, film and music industries. Because the
Companys total assets are less than the $5 million notification threshold and
because the Companys business activities would likely be deemed not related to
Canadas cultural heritage or nation identiy, acquisition of a controlling
interest in the Company by a non-Canadian investor would not be subject to even
the notification requirements under the Investment Canada Act.

|E. | TAXATION
|-- | --------

Canadian Federal Income Taxation

The following discussion is a summary of the principal Canadian
federal income tax considerations generally applicable to purchasers of the
Company's Common Shares who, for purposes of the Income Tax Act (Canada) (the
"Canadian Act") and the Canada-United States Income Tax Convention (the
Treaty), deal at arm's length with the Company, hold Common Shares as capital
property, are not residents of Canada at any time when holding Common Shares and
do not use or hold and are not deemed to use or hold Common Shares in or in the
course of carrying on business in Canada and, in the case of insurers who carry
on insurance business in Canada and elsewhere, do not hold Common Shares that
are effectively connected with an insurance business carried on in Canada.

Under the Act and the Treaty, a U.S. shareholder of common
shares will generally be subject to Canadian withholding tax at the rate of 25%
on the gross amount of the dividend, subject to the provisions of any applicable
income tax convention. Pursuant to the Treaty, the rate of withholding tax
generally will be reduced to 15% in respect of dividends paid to a shareholder
who is a resident of the United States for purposes of the Treaty and further
reduced to 5% if the beneficial owner of the shares is a corporation owning at
least 10% of the voting shares of the Company

27

---

A U.S. shareholder of the Company will generally not be subject
to tax pursuant to the Canadian Act on a capital gain realized on the
disposition of Common Shares unless the Common Shares are "taxable Canadian
property" to the shareholder for purposes of the Canadian Act and the
shareholder is not eligible for relief pursuant to an applicable bilateral tax
treaty. The Common Shares will not be taxable Canadian property to a shareholder
provided that the Company is listed on a stock exchange prescribed within the
meaning of the Canadian Act and provided that such shareholder, or persons with
whom such shareholder did not deal at arms length (within the meaning of the
Canadian Act), or any combination thereof, did not own 25% or more of the issued
shares of any class or series of the Company at any time within five years
immediately preceding the date of disposition. The Company is listed on a
prescribed stock exchange within the meaning of the Canadian Act.

The foregoing discussion of Canadian taxation is of a general
and summary nature only and is not intended to be, nor should it be considered
to be, legal or tax advice to any particular shareholder. Accordingly,
prospective investors should consult their own tax advisors as to the tax
consequences of receiving dividends from the Company or disposing of their
Common Shares.

United States Federal Taxation

For federal income tax purposes, an individual who is a citizen
or resident of the United States or a domestic corporation ("U.S. Taxpayee')
will recognize a gain or loss on the sale of the Company's Common Stock equal to
the difference between the proceeds from such sale and the adjusted cost basis
in the Common Stock. The gain or loss will be a capital gain or capital loss if
the Company's Common Stock is a capital asset in the hands of the U.S.
Taxpayer.

For federal income tax purposes, a U.S. Taxpayer will be
required to include in gross income dividends received on the Company's Common
Stock. A U.S. Taxpayer who pays Canadian tax on a dividend on the Common Stock
will be entitled, subject to certain limitations, to a credit (or alternatively,
a deduction) against federal income tax liability. A domestic Company that owns
at least 10% of the voting stock of the Company should consult its tax advisor
as to applicability of the dividends received deduction or deemed paid foreign
tax credit with respect to dividends paid on the Company's Common Stock.

For any taxable year of the Company, if at least 75% of the
Company's gross income is "Passive income" (as defined in the Internal Revenue
Code of 1986, as amended (the "Code"), or if at least 50% of the Company's
assets, by average fair market value, are assets that produce or are held for
the production of passive income, the Company will be a Passive Foreign
Investment Company ("PFIC"). There can be no assurance that the Company will not
be determined to be a PFIC in its current or future taxable years.

If the Company is a PFIC for any taxable year during which a
U.S. Taxpayer owns any Common Stock, the U.S. Taxpayer will be subject to
special U.S. federal income tax rules, set forth in Sections 1291 to 1297 of the
Code, with respect to all of such U.S. Taxpayer's Common Stock. For example,
gifts, exchanges pursuant to corporate reorganizations and use of the Common
Stock as security for a loan may be treated as taxable disposition, and a
stepped-up basis upon the death of such a U.S. Taxpayer may not be available.
Furthermore, in the absence of an election by such U.S. Taxpayer to treat the
Company as a "qualified electing fund' (the "QEF election"), as discussed below,
the U.S. Taxpayer would be required to (i) report any gain on disposition of any
Common Stock as ordinary income rather than capital gain, (ii) to compute the
tax liability on such gain and on certain distributions as if the Items had been
earned pro rata over the U.S. Taxpayer's holding period (or a certain portion
thereof) for the Common Stock, and (iii) would be subject to the highest
ordinary income tax rate for each taxable year of the U.S. Taxpayer in which the
Items were treated as having been earned. Such U.S. Taxpayer would also be
liable for interest (which may be non-deductible by certain U.S. Taxpayers) on
the foregoing tax liability as if such liability had been due with respect to
each such prior year.

If the Company is a PFIC for any taxable year during which a
U.S. Taxpayer owns any Common Stock, the adverse taxation of disposition gains
and certain distributions may be avoided by any U.S. Taxpayer who makes a QEF
Election on or before the due date (including extensions) for filing such U.S.
Taxpayer's tax return for such taxable year. Such a U.S. Taxpayer would be taxed
on dividends and capital gains as if the Company had never been a PFIC, but
would also be taxed on its pro-rata share of the Company's

28

---

earnings and profits for the Company's taxable year in which it
was (or was treated as) a PFIC and which ends with or within such U.S.
Taxpayer's taxable year, regardless of whether such amounts are actually
distributed by the Company. Should such an election be made (and if the Company
is a PFIC, U.S. Taxpayers are strongly urged to consider this special election),
there are a number of specific rules and requirements applicable thereto, and
such an electing U.S. Taxpayer is strongly urged to consult his own tax advisor
in that regard.

The foregoing discussion of Canadian taxation and United States
taxation is of a general and summary nature only and is not intended to be, nor
should it be considered to be, legal or tax advice to any particular
shareholder. Accordingly, prospective investors should consult their own tax
advisors as to the tax consequences of receiving dividends from the Company or
disposing of their Common Stock.

|F. | DIVIDENDS AND PAYING AGENTS
|-- | ---------------------------

This Form 20F is being filed as an Annual Report under the
Exchange Act and , as such, there is not requirement to provide any information
under this section.

|G. | STATEMENTS BY EXPERTS
|-- | ---------------------

This Form 20F is being filed as an Annual Report under the
Exchange Act and , as such, there is not requirement to provide any information
under this section.

|H. | DOCUMENTS ON DISPLAY
|-- | --------------------

Exhibits and documents referred to in this Form 20-F Annual
Report that are not attached have been filed with previous Form 20-F Annual
Reports. These exhibits and documents can be located either at the United States
Securities and Exchange Commission, Washington, D.C. or at the Company's head
offices at #1502  543 Granville Street, Vancouver, B.C., V6C 1X8.

|I. | SUBSIDIARY INFORMATION
|-- | ----------------------

The following sets forth the names of current or dissolved
subsidiaries of the Company:

- 345384 B.C. Ltd. ("345384")  Subsidiary dissolved on March 30, 2007.
- 345385 B.C. Ltd. ("345385")  Subsidiary dissolved on October 23, 2003.
- 371208 B.C. Ltd. ("371208")  Subsidiary dissolved on February 7, 2003.
- Venture Pacific Development Corporation USA ("VPDC USA")  Charter revoked
  August 1, 2004
- VenPac Nevada I, Inc. ("Venpac Nevada")  Charter revoked December 1, 2005
- Venture Pacific Capital Corporation ("Capital")  Subsidiary allowed to
  lapse
- Venture Pacific Vehicle LeaseCorp Inc. ("LeaseCorp")  Subsidiary sold
  with lease business

|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISKS
|-------- | -----------------------------------------------------------------

Not applicable

|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY
      SECURITIES
|-------- | ------------------------------------------------------------

This Form 20F 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.

29

---

PART II

|ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND
      DELINQUENCIES
|-------- | -----------------------------------------------------

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

|ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF
      SECURITY
|-------- | ------------------------------------------------------
|         | HOLDERS AND USE OF PROCEEDS                           

There has not been any material modifications to the
instruments defining the rights of security holders of any class of registered
securities of the Company.

|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Based on their evaluation as of the financial period ended
March 31, 2007 covered by this Annual Report on Form 20-F, the Companys
principal executive officer and acting financial officer have concluded that the
Companys disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Exchange of 1934 (the Exchange) are effective
and that the design of internal control over financial reporting provides
reasonable assurance regarding the reliability of the Companys financial
reporting and the preparation of the Companys financial statements for external
purposes in accordance with Canadian GAAP. Management believes that any system
of internal controls, no matter how well designed or operated, can only provide
reasonable, not absolute assurance that the objectives of the control system are
met. There have been no significant changes in the Companys internal controls
or in other factors that could significantly affect these controls.

Management has concluded that although limitations exist in the
design of internal control over financial reporting caused by a lack of adequate
segregation of duties between the recording of cash receipts and disbursements
and the authorization and reconciliation of bank accounts, the Company does not
have sufficient size and scale to warrant the hiring of additional staff to
correct this weakness at this time. To help mitigate the impact of this weakness
and to ensure quality financial reporting, management will perform weekly review
and reconciliation of financial assets in order to compensate for the
above-mentioned weakness.

|ITEM 16. | RESERVED
|-------- | --------

|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT
|--------- | --------------------------------

The Company has determined that Thomas Pressello qualifies as
an audit committee financial expert as defined by the rules of the Securities
and Exchange Commission. Mr. Pressello graduated with Business Administration
Honors from the Ivey School of Business at the University of Western Ontario and
also completed his Chartered Financial Analyst Candidate Level I. Mr. Pressello
previously worked with the Toronto Dominion Bank in Corporate Banking managing a
$100,000,000 credit portfolio comprised of numerous high tech companies, real
estate companies and consumer product manufacturers as well as with Samoth
Capital Corporation, a Merchant Bank. Mr. Pressello is not independent as that
term is defined in the listing standards.

30

---

|ITEM 16B. | CODE OF ETHICS
|--------- | --------------

The Company has adopted a Code of Ethics applicable to its
directors, principal executive officer and principal financial officer (or
acting principal financial officer), that deters wrongdoing and promotes honest
and ethical conduct. Code of Ethics are attached as Exhibits 1.1, 1.2 and 1.3.
The Company will provide to any person without charge, upon either written or
e-mailed request, a copy of the Code of Ethics. Please send your request to the
Companys offices located at 1502  543 Granville Street, Vancouver, B.C., V6C
1X8 Canada or via e-mail to dmcdonald@pacificharbour.ca. The Company does
not have a website.

|ITEM 16C. | PRINCIPAL ACCOUNT FEES AND SERVICES
|--------- | -----------------------------------

Audit Fees

In respect of professional serviced rendered during the fiscal
years ended March 31, 2007 and 2006, fees, including reimbursements for
expenses, were paid or accrued to Amisano Hanson, the Companys audit firm:

|Type of Fees         |   | March 31, 2007 |  |   | March 31, 2006 | 
|-------------------- | - | -------------- |  | - | -------------- | 
|Audit fee            | $ | 12,800         |  | $ | 11,950         | 
|Audited Related Fees |   | 0              |  |   | 0              | 
|Tax Fees             |   | 0              |  |   | 0              | 
|All Other Fees       |   | 204            |  |   | 0              | 
|Total Fees           | $ | 13,004         |  | $ | 11,950         | 

Audit Related Fees

No additional fees were paid during either of the fiscal years
ended March 31, 2007 or March 31, 2006.

Tax Fees

No additional fees were paid during either of the fiscal years
ended March 31, 2007 or March 31, 2006.

All Other Fees

This fee is paid to the Canadian Public Accountability Board
(CPAB) a not-for-profit corporation incorporated under the Canada Business
Corporations Act with the mandate to promote high-quality external audits of
reporting issuers. It was created by the CICA, the Canadian Securities
Administrators, and the Office of the Superintendent of Financial Institutions,
and is one of several Canadian initiatives designed to improve corporate
governance, accounting, and auditing. The application process for the CPAB was
activated on November 21, 2003. With the implementation of "National Instrument
52-108" by the various securities commissions across Canada, all "reporting
issuers" in Canada are required to have an audit completed by a CPAB participant
firm.

As rquired by Rule 2-01(c) (7)(i) of Regulation S-X, the audit
committee is authorized by the board of directors to:

|(a) | oversee the process of selecting and appointing the
      Companys external auditor,
|--- | -------------------------------------------------------------------------------------
|    |                                                                                      
|(b) | oversee the conduct of the audit, and                                                
|    |                                                                                      
|(c) | have primary responsibility between the Company and its
      external auditor       

31

---

|ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR
      AUDIT COMMITTEES
|--------- | ----------------------------------------------------------------

Not applicable for the fiscal period ended March 31, 2007.

|ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER
      & AFFLIATED PURCHASERS
|--------- | -------------------------------------------------------------------------

Not applicable for the fiscal period ended March 31, 2007.

32

---

PART III

|ITEM 17. | FINANCIAL STATEMENTS
|-------- | --------------------

The Companys financial statements are stated in Canadian
Dollars and are prepared in accordance with Canadian Generally Accepted
Accounting Principals (GAAP), the application of which, in the case of the
Company, conforms in all material respects for the periods presented with the
United States GAAP, except as discussed in the notes to the financial
statements.

Financial Statements attached should be read in conjunction
with this Form 20-F.

|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------

Not Applicable.

|ITEM 19. | EXHIBITS TO FORM 20-F ANNUAL REPORT
|-------- | -----------------------------------

|    | Financial Statements                                                               |         
|--- | ---------------------------------------------------------------------------------- | --------
|    |                                                                                    | Page No.
|    | Cover Sheet                                                                        | 35      
|    | Auditors Report dated June 8, 2007                                                | 36      
|    | Consolidated Balance Sheets as
      at March 31, 2007 and 2006                    | 37      
|    | Consolidated Statements of Operations ForYears
      Ended                         | 38      
|    | March 31, 2007, 2006 and
      2005                                                |         
|    | Consolidated Statements of Cash Flows for Years
      Ended                        | 39      
|    | March 31, 2007, 2006 and 2005                                                      |         
|    | Consolidated Statements of Shareholder Equity
      for Years Ended                | 40      
|    | March 31, 2007, 2006 and 2005                                                      |         
|    | Consolidated Schedules of General &
      Administrative Expenses                  | 41      
|    | For Years Ended March 31, 2007,
      2006 and 2005                                |         
|    | Notes to Consolidated Financial Statements For
      Years Ended                   | 42      
|    | Management Discussion and
      Analysis                                           | 52      
|    |                                                                                    |         
|    |                                                                                    |         
|1.1 | Code of Ethics for the Chief Executive Officer                                     | 58      
|1.2 | Code of Ethics for the Chief
      Financial Officer                               | 60      
|1.3 | Code of Ethics for Directors & Officers                                            | 62      
|    |                                                                                    |         
|2.1 | Certification of the Chief Executive Officer
      pursuant to 18 USC              | 65      
|    | Section 1350 as adopted
      pursuant to Section 302 of the Sarbannes Oxley       |         
|    | Act of 2002                                                                        |         
|2.2 | Certification of the Interim
      Chief Financial Officer pursuant to             | 66      
|    | Section 1350 18 USC as adopted pursuant to
      Section 302 of the Sarbannes      |         
|    | Oxley Act of 2002                                                                  |         
|2.3 | Certification of the Chief Executive Officer
      pursuant to 18 U.S.C.           | 67      
|    | Section 1350 as adopted
      pursuant to Section 906 of the Sarbannes Oxley       |         
|    | Act of 2002                                                                        |         
|2.4 | Certification of the  Interim

      Chief Financial Officer pursuant to 18 U.S.C. | 68      
|    | Section 1350 as adopted pursuant to Section 906
      of the Sarbannes Oxley       |         
|    | Act of 2002                                                                        |         

33

---

SIGNATURES

The Company 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.

|                         |  | PACIFIC HARBOUR CAPITAL LTD.                       
|------------------------ |  | ---------------------------------------------------
|                         |  |                                                    
|                         |  | Thomas
      Pressello                           
|Date: September 17, 2007 |  | By:      __________________________________________
|                         |  | Thomas J. Pressello                                
|                         |  | President, Chief Executive Officer and Director    

34

---





PACIFIC
  HARBOUR CAPITAL LTD.

REPORT
  AND CONSOLIDATED FINANCIAL STATEMENTS

March
  31, 2007 and 2006

(Stated
  in Canadian Dollars)



35

---



|                                                    |                     
|--------------------------------------------------- | --------------------
|A
        PARTNERSHIP OF INCORPORATED PROFESSIONALS | AMISANOHANSON       
|                                                    | CHARTEREDACCOUNTANTS















REPORT
  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
  the Shareholders,

Pacific
  Harbour Capital Ltd.



We
  have audited the consolidated balance sheets of Pacific Harbour Capital Ltd.
  as at March 31, 2007 and 2006 and the consolidated statements of operations,
  cash flows and shareholders equity for the years ended March 31, 2007,
  2006 and 2005.  These financial statements are the responsibility of the
  Company's management.  Our responsibility is to express an opinion on these
  financial statements based on our audits.



We
  conducted our audits in accordance with Canadian generally accepted auditing
  standards and the standards of the Public Company Accounting Oversight Board
  (United States of America).  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 March 31, 2007
  and 2006 and the results of its operations and its cash flows for the years
  ended March 31, 2007, 2006 and 2005 in accordance with Canadian generally accepted
  accounting principles.





|                          |                              
|------------------------- | -----------------------------
|Vancouver,
        Canada | AMISANO
        HANSON     
|June
        8, 2007      | Chartered
        Accountants













|                                          |                         
|----------------------------------------- | ------------------------
|750
        WEST PENDER STREET, SUITE 604 | TELEPHONE:604-689-0188  
|VANCOUVER
        CANADA                  | FACSIMILE:604-689-9773  
|V6C
        2T7                           | E-MAIL:amishan@telus.net





36

---

PACIFIC
  HARBOUR CAPITAL LTD.

CONSOLIDATED
  BALANCE SHEETS

March
  31, 2007 and 2006

(Stated
  in Canadian Dollars)





|                                                                                |                         |                        
|------------------------------------------------------------------------------- | ----------------------- | -----------------------
|ASSETS                                                                          | 2007                    | 2006                   
|                                                                                |                         |                        
|Current                                                                         |                         |                        
|Cash
        and cash equivalents                                               | $
           1,009,289  | $
              430,349
|Marketable
        securities  Note 6 (market value  $66,647; 2006: $292,083) | 55,264                  | 152,382                
|Prepaid
        expenses and deposits                                           | 20,794                  | 16,119                 
|Land
        held for resale  Note 3                                           | -                       | 317,605                
|                                                                                |                         |                        
|                                                                                | 1,085,347               | 916,455                
|Equipment
         Note 4                                                      | 21,222                  | 18,541                 
|Investment                                                                      | 50,000                  | -                      
|                                                                                |                         |                        
|                                                                                | $
          1,156,569   | $
            934,996  
|                                                                                |                         |                        
|LIABILITIES                                                                    
|                                                                                |                         |                        
|Current                                                                         |                         |                        
|Accounts
        payable and accrued liabilities                                | $
               60,384 | $
            173,458  
|                                                                                |                         |                        
|SHAREHOLDERS
        EQUITY                                                   
|                                                                                |                         |                        
|Share
        capital  Note 5                                                  | 7,616,876               | 7,616,876              
|Contributed
        surplus                                                     | 271,479                 | 271,479                
|Deficit                                                                         | (6,792,170)             | (7,126,817)            
|                                                                                |                         |                        
|                                                                                | 1,096,185               | 761,538                
|                                                                                |                         |                        
|                                                                                | $
         1,156,569    | $
            934,996  
|                                                                                |                         |                        
|                                                                                |                         |                        
|Commitments
         Note 5 and 7                                              |                         |                        













|                                   |          |                            |         
|---------------------------------- | -------- | -------------------------- | --------
|APPROVED
        BY THE DIRECTORS: |         
|                                   |         
|                                   |         
|                                   |         
|Thomas
        Pressello         | Director | Michael
        Reynolds | Director
|Thomas
        Pressello           |          | Michael
        Reynolds   |         





SEE
  ACCOMPANYING NOTES

37

---

PACIFIC
  HARBOUR CAPITAL LTD.

CONSOLIDATED
  STATEMENTS OF OPERATIONS

for
  the years ended March 31, 2007, 2006 and 2005

(Stated
  in Canadian Dollars)





|                                                         |                           |                            |                          
|-------------------------------------------------------- | ------------------------- | -------------------------- | -------------------------
|                                                         | 2007                      | 2006                       | 2005                     
|                                                         |                           |                            |                          
|Revenues                                                 |                           |                            |                          
|Investment
        income                                | $
                 14,021 | $
                   4,222 | $
                 17,063
|Gain
        on sale of land  Note 3                    | 397,235                   | -                          | -                        
|Gain
        on sale of marketable securities            | 103,806                   | 217,416                    | 20,551                   
|                                                         |                           |                            |                          
|                                                         | 515,062                   | 221,638                    | 37,614                   
|General
        and administrative expenses  Schedule I | 266,248                   | 357,884                    | 420,124                  
|                                                         |                           |                            |                          
|Income
        (loss) before other items                 | 248,814                   | (136,246)                  | (382,510)                
|                                                         |                           |                            |                          
|Other
        items:                                     |                           |                            |                          
|Foreign
        exchange gain (loss)                     | 130                       | (119)                      | (63,117)                 
|Gain
        on settlement of accounts payable           | 85,703                    | 37,000                     | 67,981                   
|Legal
        settlement cost                            | -                         | -                          | (80,000)                 
|                                                         |                           |                            |                          
|                                                         | 85,833                    | 36,881                     | (75,136)                 
|                                                         |                           |                            |                          
|Net
        income (loss) for the year                   | $
              334,647   | $
              (99,365)   | $
            (457,646)  
|                                                         |                           |                            |                          
|Basic
        and diluted earnings (loss) per share      | $
                   0.05 | $
                  (0.01) | $
                 (0.06)
|                                                         |                           |                            |                          
|Weighted
        average number of shares outstanding    | 7,247,703                 | 7,247,703                  | 7,247,703                
|                                                         |                           |                            |                          





SEE
  ACCOMPANYING NOTES

38

---

PACIFIC
  HARBOUR CAPITAL LTD.

CONSOLIDATED
  STATEMENTS OF CASH FLOWS

for
  the years ended March 31, 2007, 2006 and 2005

(Stated
  in Canadian Dollars)





|                                                                |                              |                              |                              
|--------------------------------------------------------------- | ---------------------------- | ---------------------------- | -----------------------------
|                                                                | 2007                         | 2006                         | 2005                         
|                                                                |                              |                              |                              
|Operating
        Activities                                    |                              |                              |                              
|Net
        income (loss) for the year                          | $
               334,647     | $
               (99,365)    | $
             (457,646)     
|Non-cash
        items                                          |                              |                              |                              
|Amortization                                                    | 5,927                        | 7,674                        | 9,006                        
|Foreign
        exchange                                        | -                            | -                            | (7,200)                      
|Gain
        on sale of land                                    | (397,235)                    | -                            | -                            
|Gain
        on sale of marketable securities                   | (103,806)                    | (217,416)                    | (20,551)                     
|Gain
        on settlement of accounts payable                  | (85,703)                     | (37,000)                     | (67,981)                     
|Stock-based
        compensation                                | -                            | 68,593                       | -                            
|Changes
        in non-cash working capital balances:           |                              |                              |                              
|Prepaid
        expenses and deposits                           | (4,675)                      | 3,414                        | (2,449)                      
|Accounts
        payable and accrued liabilities                | (27,371)                     | 4,624                        | (85,314)                     
|                                                                |                              |                              |                              
|                                                                | (278,216)                    | (269,476)                    | (632,135)                    
|                                                                |                              |                              |                              
|Investing
        Activities                                    |                              |                              |                              
|Advances
        from a related company                         | -                            | -                            | 18,928                       
|Purchase
        of investment and marketable securities        | (82,932)                     | (30,000)                     | (295,101)                    
|Proceeds
        from sale of marketable securities             | 233,856                      | 367,163                      | 43,522                       
|Proceeds
        from promissory note receivable and investment | -                            | 4,999                        | 1,075,336                    
|Expenditure
        on land held for resale                     | (4,386)                      | (4,959)                      | (5,779)                      
|Net
        proceeds from sale of land                          | 719,226                      | -                            | -                            
|Purchase
        of equipment                                   | (8,608)                      | 1,518                        | -                            
|                                                                |                              |                              |                              
|                                                                | 857,156                      | 338,721                      | 836,906                      
|                                                                |                              |                              |                              
|Increase
        in cash during the year                        | 578,940                      | 69,245                       | 204,771                      
|                                                                |                              |                              |                              
|Cash
        and cash equivalents, beginning of the year        | 430,349                      | 361,104                      | 156,333                      
|                                                                |                              |                              |                              
|Cash
        and cash equivalents, end of the year              | $
            1,009,289      | $
               430,349     | $
                361,104    
|                                                                |                              |                              |                              
|Cash
        and cash equivalents consist of:                   |                              |                              |                              
|Cash                                                            | $
               298,206     | $
               257,518     | $
                361,104    
|Money
        market investments                                | 131,877                      | -                            | -                            
|Term
        deposits                                           | 579,206                      | 172,831                      | -                            
|                                                                |                              |                              |                              
|                                                                | $
            1,009,289      | $
               430,349     | $
                361,104    
|                                                                |                              |                              |                              
|Supplemental
        disclosure of cash flow information:       |                              |                              |                              
|Cash
        paid for:                                          |                              |                              |                              
|Income
        taxes                                            | $
                         - | $
                         - | $
                          -
|                                                                |                              |                              |                              
|Interest                                                        | $
                         - | $
                         - | $
                          -
|                                                                |                              |                              |                              





SEE
  ACCOMPANYING NOTES

39

---

PACIFIC
  HARBOUR CAPITAL LTD.

CONSOLIDATED
  STATEMENTS OF SHAREHOLDERS EQUITY

for
  the years ended March 31, 2007, 2006 and 2005

(Stated
  in Canadian Dollars)





|                                 |                      |                           |                          |                          |                          
|-------------------------------- | -------------------- | ------------------------- | ------------------------ | ------------------------ | -------------------------
|                                 | Common
        Stock |                           |                          |                         
|                                 | Issued               |                           | Contributed              |                          |                          
|                                 | Shares               | Amount                    | Surplus                  | Deficit                  | Total                    
|                                 |                      |                           |                          |                          |                          
|Balance,
        March 31, 2004  | 7,247,703            | $
              7,616,876 | $
               202,886 | $
           (6,569,806) | $
              1,249,956
|Net
        loss for the year    | -                    | -                         | -                        | (457,646)                | (457,646)                
|                                 |                      |                           |                          |                          |                          
|Balance,
        March 31, 2005  | 7,247,703            | 7,616,876                 | 202,886                  | (7,027,452)              | 792,310                  
|Stock-based
        compensation | -                    | -                         | 68,593                   | -                        | 68,593                   
|Net
        loss for the year    | -                    | -                         | -                        | (99,365)                 | (99,365)                 
|                                 |                      |                           |                          |                          |                          
|Balance,
        March 31, 2006  | 7,247,703            | 7,616,876                 | 271,479                  | (7,126,817)              | 761,538                  
|Net
        income for the year  | -                    | -                         | -                        | 334,647                  | 334,647                  
|                                 |                      |                           |                          |                          |                          
|Balance,
        March 31, 2007  | 7,247,703            | $
              7,616,876 | $
               271,479 | $
           (6,792,170) | $
             1,096,185 
|                                 |                      |                           |                          |                          |                          





SEE
  ACCOMPANYING NOTES

40

---



| |                                      |                   
| | ------------------------------------ | ------------------
| | PACIFIC
        HARBOUR CAPITAL LTD. | Schedule
        I

CONSOLIDATED
  SCHEDULES OF GENERAL AND ADMINISTRATIVE EXPENSES

for
  the years ended March 31, 2007, 2006 and 2005

(Stated
  in Canadian Dollars)





|                                                       |                           |                          |                          
|------------------------------------------------------ | ------------------------- | ------------------------ | -------------------------
|                                                       | 2007                      | 2006                     | 2005                     
|                                                       |                           |                          |                          
|Accounting
        and audit fees                      | $
                  9,450 | $
                21,050 | $
                 10,375
|Administration
        recovery  Note 6               | (48,741)                  | (45,933)                 | (57,500)                 
|Amortization
         equipment                       | 5,927                     | 7,674                    | 9,006                    
|Bank
        charges                                   | 564                       | 590                      | 577                      
|Consulting
        and management fees  Note 6        | 24,000                    | 44,250                   | 102,071                  
|Corporate
        administration fees                  | 25,735                    | 24,682                   | 26,720                   
|Filing
        and regulatory fees                     | 21,301                    | 10,953                   | 7,105                    
|Legal
        and professional fees  Note 6           | 8,956                     | 13,040                   | 138,687                  
|Office
        and general                             | 21,242                    | 23,138                   | 30,714                   
|Rent
        and utilities                             | 73,919                    | 72,867                   | 69,951                   
|Shareholder
        information and investor relations | 2,550                     | 2,460                    | 4,714                    
|Stock-based
        compensation  Note 5              | -                         | 68,593                   | -                        
|Transfer
        agent fees                            | 6,471                     | 5,467                    | 2,748                    
|Travel
        and promotion                           | 15,939                    | 12,076                   | 11,789                   
|Wages
        and benefits                             | 98,935                    | 96,977                   | 63,167                   
|                                                       |                           |                          |                          
|                                                       | $
              266,248   | $
              357,884  | $
              420,124  
|                                                       |                           |                          |                          





SEE
  ACCOMPANYING NOTES

41

---





PACIFIC
  HARBOUR CAPITAL LTD.

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS

March
  31, 2007, 2006 and 2005

(Stated
  in Canadian Dollars)





Note
  1

Nature
  of Operations



Pacific
  Harbour Capital Ltd. is a public company, which was incorporated on March 8,
  1986 under the British Columbia Business Corporations Act.  Its common
  shares are traded on the TSX Venture Exchange and on the OTC Bulletin Board.
   The Company's primary business is investments in marketable securities,
  land and investments in private companies in the development stage.



Note
  2

Significant
  Accounting Policies



These
  consolidated financial statements have been prepared in accordance with accounting
  principles generally accepted in Canada. Differences with respect to accounting
  principles generally accepted in the United States of America are described
  in Note 9.  Because a precise determination of many assets and liabilities
  is dependent upon future events, the preparation of financial statements for
  a period necessarily involves the use of estimates that have been made using
  careful judgement.  Actual results may differ from these estimates.



The
  consolidated financial statements have, in managements opinion, been properly
  prepared within the framework of the significant accounting policies summarised
  below:



a)

Principles
  of Consolidation



These
  consolidated financial statements include the accounts of the Company and its
  wholly-owned subsidiaries.  All inter-company transactions and balances
  have been eliminated.



b)

Cash
  and Cash Equivalents



Cash
  and cash equivalents consist of all highly liquid investments that are readily
  convertible to cash and have maturities of three months or less when purchased.



c)

Marketable
  Securities



Marketable
  securities are carried at the lower of cost and market value.



d)

Investment



Investments
  in which the Company does not exert significant influence are recorded at cost
  and are reviewed annually for impairment.  To the extent that the cost
  is determined to exceed estimated recoverable value, the investment is written
  down.



42



---

Pacific
  Harbour Capital Ltd.

Notes
  to the Consolidated Financial Statements

March
  31, 2007, 2006 and 2005

(Stated
  in Canadian Dollars)  Page 2





Note
  2

Significant
  Accounting Policies  (contd)



e)

Land
  Held for Resale



Land
  held for resale is carried at the lower of cost and net realizable value. The
  cost of the land includes certain direct and indirect costs including property
  taxes. To the extent that costs are determined to exceed net realizable value
  they will be written down accordingly.



f)

Equipment
  and Amortization



Equipment
  is recorded at cost. Amortization has been calculated using the following annual
  rates and methods:



Computer
  equipment

30%
  declining balance

Office
  furniture

20%
  declining balance

Software

50%
  declining balance



g)

Basic
  and Diluted Earnings (Loss) per Share



Basic
  earnings (loss) per share are computed by dividing the earnings (loss) for the
  year by the weighted average number of common shares outstanding during the
  year. Diluted earnings per share reflect the potential dilution that could occur
  if potentially dilutive securities were exercised or converted to common stock.
  The dilutive effect of options and warrants and their equivalent is computed
  by application of the treasury stock method and the effect of convertible securities
  by the if converted method. Fully diluted amounts are not presented
  when the effect of the computations are anti-dilutive.



h)

Foreign
  Currency Translation



Monetary
  assets and liabilities denominated in foreign currencies are translated into
  Canadian dollars at rates of exchange in effect at the date of the consolidated
  balance sheet.  Non-monetary assets, liabilities and other items recorded
  in income arising from transactions denominated in foreign currencies, are translated
  at rates of exchange in effect at the date of the transaction.  Resulting
  exchange gains or losses are included in income when incurred.



i)

Fair
  Value of Financial Instruments



The
  carrying values of cash and cash equivalents and accounts payable and accrued
  liabilities approximate fair value because of the short-term maturity of those
  instruments.  Marketable securities exceed their stated cost.  Unless
  otherwise noted, it is managements opinion that the Company is not exposed
  to significant interest, currency or credit risks arising from these financial
  instruments including the long-term investments.



43



---

Pacific
  Harbour Capital Ltd.

Notes
  to the Consolidated Financial Statements

March
  31, 2007, 2006 and 2005

(Stated
  in Canadian Dollars)  Page 3





Note
  2

Significant
  Accounting Policies  (contd)



j)

Income
  Taxes



The
  Company accounts for income taxes by the asset and liability method.  Under
  this method, current income taxes are recognized for the estimated income taxes
  payable for the current period.  Future income tax assets and liabilities
  are recognized for temporary differences between the tax and accounting basis
  of assets and liabilities as well as for the benefit of losses available to
  be carried forward to future years for tax purposes that are more likely-than-not
  to be realized.



k)

Stock-based
  Compensation



The
  Company accounts for compensation expense based on the fair value of rights
  granted under its stock-based compensation plan. Under this method, compensation
  costs attributable to share options granted to employees, directors or officers
  is measured at fair value at the grant date, and expensed over the vesting period
  with a corresponding increase to contributed surplus.  Upon exercise of
  stock options, consideration paid by the option holder, together with the amount
  previously recognized in contributed surplus, is recorded as an increase to
  share capital.



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



l)

Long-lived
  Assets Impairment



Long-lived
  assets of the Company are reviewed when changes in circumstances suggest their
  carrying value has become impaired.  Management considers assets to be
  impaired if the carrying value exceeds the estimated undiscounted future projected
  cash flows to result from the use of the asset and its eventual disposition.
   If impairment is deemed to exist, the assets will be written down to fair
  value.  Fair value is generally determined using a discounted cash flow
  analysis.



m)

Revenue
  Recognition



The
  Company records gains on the sale of land on the completion date of the sale,
  which is the date of the transfer of the land. The Company records gains on
  the sale of marketable securities on the date the security is sold. Investment
  income is recorded in the year earned.





44



---

Pacific
  Harbour Capital Ltd.

Notes
  to the Consolidated Financial Statements

March
  31, 2007, 2006 and 2005

(Stated
  in Canadian Dollars)  Page 4





Note
  3

Land
  Held for Resale



As
  at March 31, 2005, the Companys land held for resale consisted of one
  parcel of land located in Pemberton, British Columbia.  During the year
  ended March 31, 2007, the Company sold this parcel of land for net proceeds
  of $719,226 and recognized a gain on the sale of $397,235. Capitalized costs
  of this parcel of land since March 31, 2005 to the date of sale were as follows:



| |                                            |                        
| | ------------------------------------------ | -----------------------
| | Capitalized
        costs, March 31, 2005  | $
              312,646
| | Property
        taxes                     | 4,959                  
| |                                            |                        
| | Capitalized
        costs, March 31, 2006  | 317,605                
| | Property
        taxes                     | 4,386                  
| |                                            |                        
| | Capitalized
        costs, at date of sale | 321,991                
| | Proceeds
        on sale                   | 719,226                
| |                                            |                        
| | Gain
        on sale                       | $
              397,235



Note
  4

Equipment



| |                            |                        |                           |                       
| | -------------------------- | ---------------------- | ------------------------- | ----------------------
| |                            | March
        31, 2007
| |                            |                        | Accumulated               |                       
| |                            | Cost                   | Amortization              | Net                   
| |                            |                        |                           |                       
| | Computer
        equipment | $
              38,146 | $
                 24,335 | $
              13,812
| | Office
        furniture   | 20,635                 | 13,224                    | 7,410                 
| | Software                   | 4,170                  | 4,170                     | -                     
| |                            |                        |                           |                       
| |                            | $
              62,951 | $
                 41,729 | $
             21,222 



| |                            |                        |                          |                       
| | -------------------------- | ---------------------- | ------------------------ | ----------------------
| |                            | March
        31, 2006
| |                            |                        | Accumulated              |                       
| |                            | Cost                   | Amortization             | Net                   
| |                            |                        |                          |                       
| | Computer
        equipment | $
              29,538 | $
                20,261 | $
               9,277
| | Office
        furniture   | 20,635                 | 11,371                   | 9,264                 
| | Software                   | 4,170                  | 4,170                    | -                     
| |                            |                        |                          |                       
| |                            | $
              54,343 | $
               35,802  | $
             18,541 





45



---

Pacific
  Harbour Capital Ltd.

Notes
  to the Consolidated Financial Statements

March
  31, 2007, 2006 and 2005

(Stated
  in Canadian Dollars)  Page 5





Note
  5

Share
  Capital



a)

Authorized:



100,000,000
  common shares without par value

100,000,000
  preferred shares without par value



b)

Commitments:



Stock-based
  Compensation Plan



The
  Company has a stock option plan (the Plan) for executives, employees
  and consultants whereby a maximum of 10% of the issued shares will be reserved
  for issuance under the Plan.  Options are granted with an exercise price
  determined by the Board of Directors, which may not be less than the market
  price of the Companys stock on the date of the grant.  The vesting
  provisions are determined by the Board of Directors and are defined in each
  stock option agreement.



A
  summary of the stock options granted under the Companys stock option plan
  is as follows:



| |                                            |                              |          |      |           |         
| | ------------------------------------------ | ---------------------------- | -------- | ---- | --------- | --------
| |                                            | Year
        ended March 31,
| |                                            | 2007                         |          | 2006
| |                                            |                              | Weighted |      |           | Weighted
| |                                            | Number                       | Average  |      | Number    | Average 
| |                                            | of                           | Exercise |      | of        | Exercise
| |                                            | Options                      | Price    |      | Options   | Price   
| |                                            |                              |          |      |           |         
| | Outstanding,
        beginning of the year | 979,028                      | $0.24    |      | 879,028   | $0.39   
| | Granted                                    | -                            |          |      | 502,014   | $0.24   
| | Expired/cancelled                          | -                            |          |      | (402,014) | $0.24   
| |                                            |                              |          |      |           |         
| | Outstanding,
        end of the year       | 979,028                      | $0.24    |      | 979,028   | $0.24   
| |                                            |                              |          |      |           |         
| | Exercisable,
        end of the year       | 966,528                      | $0.24    |      | 954,028   | $0.24   



On
  March 31, 2007, there were 979,028 stock options outstanding under the Plan
  entitling the holders thereof the right to purchase one common share for each
  option held as follows:



| |                          |                        |                          
| | ------------------------ | ---------------------- | -------------------------
| | Number
        of Shares | Exercise
        Price | Expiry
        Date      
| |                          |                        |                          
| | 427,014                  | $0.24                  | December
        13, 2007
| | 50,000                   | $0.30                  | December
        16, 2007
| | 502,014                  | $0.24                  | December
        7, 2010 
| |                          |                        |                          
| | 979,028                  |                        |                          



46



---

Pacific
  Harbour Capital Ltd.

Notes
  to the Consolidated Financial Statements

March
  31, 2007, 2006 and 2005

(Stated
  in Canadian Dollars)  Page 6





Note
  5

Share
  Capital  (contd)



b)

Commitments:
   (contd)



Stock-based
  Compensation Plan  (contd)



During
  the year ended March 31, 2007, a compensation charge of $Nil (2006: $68,593)
  associated with the granting of stock options under the Plan was recognized
  in the financial statements.  For purposes of the calculation, the following
  assumptions were used for the Black-Scholes model:



| |                                         |                
| | --------------------------------------- | ---------------
| |                                         | 2006           
| |                                         |                
| | Risk-free
        interest rate         | 3.83%          
| | Expected
        dividend yield         | 0.0%           
| | Expected
        stock price volatility | 92.11%         
| | Expected
        stock option life      | 3
        years



Note
  6

Related
  Party Transactions



For
  the years ended March 31, 2007, 2006 and 2005, the Company incurred charges
  with directors of the Company or companies with common directors as follows:



| |                                        |                        |                          |                       
| | -------------------------------------- | ---------------------- | ------------------------ | ----------------------
| |                                        | 2007                   | 2006                     | 2005                  
| |                                        |                        |                          |                       
| | Administration
        recovery        | $
            (48,741) | $
            (45,933)   | $
            (57,500)
| | Consulting
        and management fees | 24,000                 | 44,250                   | 89,640                
| | Legal
        and professional fees    | 241                    | 2,077                    | 3,012                 
| |                                        |                        |                          |                       
| |                                        | $
            (24,500) | $
                   394 | $
              35,152



These
  charges were measured by the exchange amount, which is the amount agreed upon
  by the transacting parties.



Included
  in marketable securities as at March 31, 2007 is 25,000 common shares of a public
  company with a director in common with the Company at a cost of $16,523 and
  market value of $34,000 (March 31, 2006: 51,000 shares at a cost of $32,432
  and a market value of $84,660).



Note
  7

Commitments
   Note 5



The
  Company is committed to an operating lease for office space until March 31,
  2012. Estimated future minimum payments under the lease for rent and proportionate
  share of operating costs are as follows:



47



---

Pacific
  Harbour Capital Ltd.

Notes
  to the Consolidated Financial Statements

March
  31, 2007, 2006 and 2005

(Stated
  in Canadian Dollars)  Page 7





Note
  7

Commitments
   Note 5  (contd)



| |                                   |                        
| | --------------------------------- | -----------------------
| | Year
        ended March 31, 2008 | $
               85,834
| | 2009                              | 85,834                 
| | 2010                              | 85,834                 
| | 2011                              | 85,834                 
| | 2012                              | 85,834                 
| |                                   |                        
| |                                   | $
            429,170  



Note
  8

Corporation
  Income Tax Losses



Corporation
  income taxes vary from the amount that would be computed by applying the estimated
  income tax rates for the following reasons:



| |                                                    |                          |                           |                         
| | -------------------------------------------------- | ------------------------ | ------------------------- | ------------------------
| |                                                    | 2007                     | 2006                      | 2005                    
| |                                                    |                          |                           |                         
| | Income
        tax rate                            | 34%                      | 35%                       | 36%                     
| | Net
        income (loss) before income taxes      | $
            334,649    | $
           (99,365)     | $
         (457,646)    
| |                                                    |                          |                           |                         
| | Income
        taxes (recovery) at statutory rates | $
            113,780    | $
           (34,778)     | $
         (164,752)    
| | Non-deductible
        stock-based compensation    | -                        | 24,007                    | -                       
| | Amortization                                       | 2,015                    | 2,686                     | 3,242                   
| | Net
        changes in valuation allowance         | (115,795)                | 8,085                     | 161,510                 
| |                                                    |                          |                           |                         
| | Total
        income taxes                         | $
                     - | $
                      - | $
                     -



Future
  tax assets and liabilities are recognized for temporary differences between
  the carrying amount of the balance sheet items and their corresponding tax values
  as well as for the benefit of losses available to be carried forward to future
  years for tax purposes that are likely to be realized.



Significant
  components of the Companys future tax assets and liabilities, after applying
  enacted corporate income tax rates, are as follows:



| |                                        |                             |                            
| | -------------------------------------- | --------------------------- | ---------------------------
| |                                        | 2007                        | 2006                       
| |                                        |                             |                            
| | Future
        income tax assets       |                             |                            
| | Net
        tax losses carried forward | $
           1,998,523      | $
           2,357,440     
| | Less:
         valuation allowance     | (1,998,523)                 | (2,357,440)                
| |                                        |                             |                            
| |                                        | $
                        - | $
                        -



The
  Company recorded a valuation allowance against its future income tax assets
  based on the extent to which it is more likely-than-not that sufficient taxable
  income will be realized during the carry forward periods to utilize all the
  future tax assets.



48



---

Pacific
  Harbour Capital Ltd.

Notes
  to the Consolidated Financial Statements

March
  31, 2007, 2006 and 2005

(Stated
  in Canadian Dollars)  Page 8





Note
  8

Corporation
  Income Tax Losses  (contd)



At
  March 31, 2007, the Company and its subsidiaries have accumulated non-capital
  losses totalling $5,857,336 which may be carried forward to reduce future years
  income for Canadian and United States of America income tax purposes.  These
  losses expire as follows:



| |      |                         
| | ---- | ------------------------
| | 2008 | $
               580,633
| | 2009 | 1,876,403               
| | 2010 | 1,052,798               
| | 2013 | 515,080                 
| | 2014 | 936,148                 
| | 2025 | 733,506                 
| | 2026 | 162,768                 
| |      |                         
| |      | $
           5,857,336  



Note
  9

Differences
  between Canadian and US Generally Accepted Accounting Principles



These
  consolidated financial statements have been prepared in accordance with generally
  accepted accounting principles (GAAP) in Canada which differ in
  certain respects with those principles and practices that the Company would
  have followed had its financial statements been prepared in accordance with
  GAAP in the United States of America.



The
  material differences between Canadian and US GAAP, which affect the Companys
  results of operations and financial position, are summarized as follows:



a)

Accounting
  for Capitalized Holding Costs



Under
  US GAAP, the carrying costs of holding properties including property taxes would
  not be eligible for capitalization to the properties held for resale and would
  be expensed as incurred.



b)

Stock-based
  Compensation



The
  Company grants stock options at exercise prices equal to the fair market value
  of the Companys stock at the date of the grant.  Pursuant to APB
  No. 25 and SFAS No. 123, the compensation charge associated with non-employees
  options has been recorded in reconciling items for the years ended March 31,
  2003 and earlier.  Subsequent to March 31, 2003, the Company has adopted
  the policy to expense all stock option benefits in accordance with SFAS No.
  123 and to apply this change under the modified prospective method with no retroactive
  restatement of the prior year in accordance with the transitional provisions
  of SFAS No. 148.  The Company has adjusted the opening Contributed Surplus
  (Additional paid-in capital) to reflect the cumulative expense of employee stock
  options previously reported on a pro forma basis.



49



---

Pacific
  Harbour Capital Ltd.

Notes
  to the Consolidated Financial Statements

March
  31, 2007, 2006 and 2005

(Stated
  in Canadian Dollars)  Page 9





Note
  9

Differences
  between Canadian and US Generally Accepted Accounting Principles


  (contd)



c)

Marketable
  securities



Under
  US GAAP, securities that are acquired principally for the purpose of selling
  them in the near term are classified as trading securities.  Unrealized
  holding gains and losses for trading securities shall be included in earnings
  and reported for the year.



The
  impact of these material differences on the consolidated financial statements
  is as follows:



| |                                                                |                               |                       
| | -------------------------------------------------------------- | ----------------------------- | ----------------------
| | Consolidated
        Balance Sheets                            | Years
        ended March 31,
| |                                                                | 2007                          | 2006                  
| | Assets                                                         |                               |                       
| |                                                                |                               |                       
| | Total
        assets per Canadian GAAP                         | $
          1,156,569         | $
             934,996
| | Capitalized
        holding costs (a)                          | -                             | (15,653)              
| | Trading
        securities increase (c)                        | 11,383                        | 139,701               
| |                                                                |                               |                       
| | Total
        assets per US GAAP                               | $
          1,167,952         | $
          1,059,044 
| |                                                                |                               |                       
| | Liabilities                                                    |                               |                       
| |                                                                |                               |                       
| | Total
        liabilities per Canadian and US GAAP             | $
              60,384        | $
             173,458
| |                                                                |                               |                       
| | Shareholders
        Equity                                   |                               |                       
| |                                                                |                               |                       
| | Deficit,
        end of the year per Canadian GAAP             | (6,792,170)                   | (7,126,817)           
| | Capitalized
        holding costs (a)                          | -                             | (15,653)              
| | Stock-based
        compensation (b)                           | (35,600)                      | (35,600)              
| | Unrealized
        gain on trading securities (c)              | 11,383                        | 139,701               
| |                                                                |                               |                       
| | Deficit,
        end of the year per US GAAP                   | (6,816,387)                   | (7,038,369)           
| | Share
        capital per Canadian and US GAAP                 | 7,616,876                     | 7,616,876             
| | Contributed
        surplus (additional paid-in capital)       | 271,479                       | 271,479               
| | Additional
        paid-in capital                             | 35,600                        | 35,600                
| |                                                                |                               |                       
| | Shareholders
        equity per US GAAP                       | 1,107,568                     | 885,586               
| |                                                                |                               |                       
| | Total
        liabilities and shareholders equity per US GAAP | $
          1,167,952         | $
          1,059,044 





50



---

Pacific
  Harbour Capital Ltd.

Notes
  to the Consolidated Financial Statements

March
  31, 2007, 2006 and 2005

(Stated
  in Canadian Dollars)  Page 10





Note
  9

Differences
  between Canadian and US Generally Accepted Accounting Principles


  (contd)



| |                                                                                             |                               |                           |                          
| | ------------------------------------------------------------------------------------------- | ----------------------------- | ------------------------- | -------------------------
| |                                                                                             | Years
        ended March 31,
| | Consolidated
        Statements of Operations                                               | 2007                          | 2006                      | 2005                     
| |                                                                                             |                               |                           |                          
| | Net
        income (loss) for the year per Canadian GAAP                                    | $
              334,647       | $
              (99,365)  | $
            (457,646)  
| | Capitalized
        holding costs (a)                                                       | -                             | (4,959)                   | (5,780)                  
| | Unrealized
        gain (loss) on trading securities (c)                                    | (128,318)                     | (102,749)                 | 242,450                  
| | Prior
        years holding costs included in gain on sale of land held for
        resale | 15,653                        | -                         | -                        
| |                                                                                             |                               |                           |                          
| | Net
        income (loss) for the year per US GAAP                                          | $
             221,982        | $
            (207,073)   | $
            (220,976)  
| |                                                                                             |                               |                           |                          
| | Basic
        income (loss) per share per US GAAP                                           | $
                  0.03      | $
                 (0.03) | $
                 (0.03)



| |                                                                      |                               |                         |                       
| | -------------------------------------------------------------------- | ----------------------------- | ----------------------- | ----------------------
| |                                                                      | Years
        ended March 31,
| | Consolidated
        Statements of Cash Flows                        | 2007                          | 2006                    | 2005                  
| |                                                                      |                               |                         |                       
| | Cash
        flows used in operating activities per Canadian GAAP    | $
           (278,216)        | $
          (269,476)   | $
           (632,135)
| | Capitalized
        holding costs (a)                                | (4,386)                       | (4,959)                 | (5,780)               
| | Unrealized
        (gain) loss on trading securities (c)             | 128,318                       | 102,749                 | (242,450)             
| |                                                                      |                               |                         |                       
| | Cash
        flows used in operating activities per US GAAP          | (154,284)                     | (171,686)               | (880,365)             
| |                                                                      |                               |                         |                       
| | Cash
        flow provided by investing activities per Canadian GAAP | 857,156                       | 338,721                 | 836,906               
| | Capitalized
        holding costs (a)                                | 4,386                         | 4,959                   | 5,780                 
| | Unrealized
        gain (loss) on trading securities (c)             | (128,318)                     | (102,749)               | 242,450               
| |                                                                      |                               |                         |                       
| | Cash
        flows provided by investing activities per US GAAP      | 733,224                       | 240,931                 | 1,085,136             
| |                                                                      |                               |                         |                       
| | Increase
        in cash per US GAAP                                 | $
             578,940        | $
               69,245 | $
            204,771 



51



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PACIFIC
  HARBOUR CAPITAL LTD.

Management
  Discussion and Analysis

YEAR
  END REPORT  March 31, 2007



This
  Managements Discussion and Analysis of Pacific Harbour Capital Ltd. provides
  analysis of Pacific Harbour Capital Ltd.s financial results for the year
  ended March 31, 2007. The following information should be read in conjunction
  with the accompanying audited financial statements and the notes to the audited
  financial statements.



1.1

Date
  of Report: July 13, 2007



1.2

Overall
  Performance



Nature
  of Business and Overall Performance

Pacific
  Harbour Capital Ltd. (the Company) was incorporated under the British
  Columbia Business Corporation Act. Its common shares are publicly traded on
  the TSX Venture Exchange and the OTC Bulletin Board. Pacific Harbour Capital
  Ltd. is a Vancouver based investment company involved in investment in land/real
  estate, marketable securities and various business ventures. The Company invests
  and divests itself of assets as determined by the general economic environment
  and health of the relevant sectors.

During
  fiscal 2007, the Company realized net gains on disposal of marketable securities
  of $103,806. The Company also sold its remaining land investment and realized
  a gain on disposal of $397,235. As of March 31, 2007, the Company continued
  to hold marketable securities of $55,264 at cost with a fair market value of
  $66,647.

During
  the year, the Company settled a lawsuit and reported a gain on debt settlement.
  The Company also settled other debts and reported total gain on debt settlement
  of $85,703 for the year. For fiscal 2007, the Company reported a net income
  of $334,647 or $0.05 income per share and with accumulated deficit of $6,792,170
  since inception. Management continues to search and identify potential business
  ventures and investments in order to improve operations and become profitable.

As
  of March 31, 2007, the Company had cash and cash equivalents of $1,009,289 and
  working capital of $1,024,963. The Company had no long-term debt.



1.3
  Results of Operations For the Year Ended March 31, 2007 and March 31, 2006

Revenue

Total
  revenue for the year ended March 31, 2007 was $515,062 as compared to $221,638
  for the year ended March 31, 2006. Revenue consisted of investment income, gain
  on sale of land and gain on sale of marketable securities. The increase in revenue
  in fiscal 2007 was primarily due to revenue generated from gain on sale of land
  of $397,235 (2006-$nil). Revenue recorded from sale of marketable securities
  for fiscal 2007 was $103,806 as compared to $217,416 for the year ended March
  31, 2006. The decrease in revenue from sale of marketable securities was due
  to reduced activities in investing and trading of marketable securities in fiscal
  2007.

General
  and Administrative Expenses

General
  and administrative expenses declined in the year from $357,884 in fiscal 2006
  to $266,248 in fiscal 2007, a decline of $91,636 or 26%. The decrease was mainly
  attributable to reduction in stock-based compensation pursuant to the issuance
  of stock options for personnel and directors in fiscal

52



---

2006.
  As part of management cost cutting measure, the Company also reduced its management
  fees paid to management. The decrease was partially offset by increased filing
  and regulatory fees in connection with re-listing on the OTC Bulletin Board.

Other
  Items

The
  Company reported a gain on settlement of accounts payable of $85,703 for the
  year ended March 31, 2007 as compared to $37,000 for the same period in 2006.

Net
  Income

The
  Company reported a net income of $334,647 or $0.05 income per share for the
  year ended March 31, 2007 as compared to a net loss of $99,365 or $0.01 loss
  per share for the same period last year.



1.4
  Transactions with Related Parties

In
  fiscal 2007, the Company paid $24,000 (2006: $44,250) in management fees to
  a company controlled by a director and officer of the Company for management
  services. In addition, the Company paid $241 (2006: $2,077) in legal fees to
  a law firm whose partner is a director of the Company.

The
  Company received $48,741 (2006: $45,933) in fees from a related company that
  has a director and officer in common. Fees were paid for shared office facilities
  and staffing costs.

All
  the above charges are on terms and conditions similar to non-related parties.



1.5
  Selected Annual Information

The
  following financial data are selected financial information for the Company
  for the three most recently completed financial years.



|                                                                                                    |                        |                        |                         |          |   |          
|--------------------------------------------------------------------------------------------------- | ---------------------- | ---------------------- | ----------------------- | -------- | - | ---------
|                                                                                                    | March
        31, 2007 | March
        31, 2006 | March
         31, 2005
|Total revenues                                                                                      | $                      | 515,062                | $                       | 221,638  | $ | 37,614   
|Income
        (Loss) before discontinued operations and extraordinary items                        | $                      | 334,647                | $                       | (99,365) | $ | (457,646)
|Income
        (Loss) per share before discontinued operations and extraordinary items              | $                      | 0.05                   | $                       | (0.01)   | $ | (0.06)   
|Fully
        diluted loss per share before discontinued operations and extraordinary
        items | $                      | 0.05                   | $                       | (0.01)   | $ | (0.06)   
|Net
        Income (Loss)                                                                           | $                      | 334,647                | $                       | (99,365) | $ | (457,646)
|Income
        (Loss) per share                                                                     | $                      | 0.05                   | $                       | (0.01)   | $ | (0.06)   
|Fully
        diluted Income (loss) per share                                                       | $                      | 0.05                   | $                       | (0.01)   | $ | (0.06)   
|Total
        assets                                                                                | $                      | 1,156,569              | $                       | 934,996  | $ | 998,144  
|Total
        long term debt                                                                        | $                      | 0                      | $                       | 0        | $ | 0        
|Cash
        dividend                                                                               | $                      | Nil                    | $                       | Nil      | $ | Nil      



Fiscal
  2006 compared to Fiscal 2005

For
  the fiscal year ended March 31, 2006, the Company earned revenue of $221,638
  compared to $37,614 from fiscal 2005, an increase of $184,024. Revenue consisted
  of interest income and gain on

53

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sale
  of marketable securities. The increase in revenue was primarily due to gain
  realized from the sale of marketable securities in fiscal 2006.

Loss
  from continuing operations decreased in fiscal 2006 from $457,646 or $0.06 loss
  per share in fiscal 2005 to $99,365 or $0.01 loss per share in fiscal 2006.
  The decrease was due to the following reasons: 1) Management reduced $45,390
  management fees paid to management in fiscal 2006. 2) Legal expense was substantially
  reduced from $138,687 in fiscal 2005 to $13,040 in fiscal 2006, as the 2005
  legal expense was higher than usual due to increased legal costs associated
  with several lawsuits. 3) The Company did not incurred any legal settlement
  cost and foreign exchange loss in fiscal 2006 whereas in fiscal 2005, the Company
  paid $80,000 legal settlement cost and incurred $63,117 foreign exchange loss.



1.6
  Summary of Quarterly Information



Quarterly
  financial data for the eight most recently completed quarters is provided below.



|                     |                        |                        |                       |                       |                        |                        |                       |                       
|-------------------- | ---------------------- | ---------------------- | --------------------- | --------------------- | ---------------------- | ---------------------- | --------------------- | ----------------------
|                     | Q1
      June 30, 2005 | Q2
      Sept 30, 2005 | Q3
      Dec 31, 2005 | Q4
      Mar 31, 2006 | Q1
      June 30, 2006 | Q2
      Sept 30, 2006 | Q3
      Dec 31, 2006 | Q4
      Mar. 31, 2007
|Total
      Revenues | $802                   | $1,167                 | $1,098                | $218,571              | $101,956               | $2,884                 | $6,589                | $403,633              



Income
  or loss before discontinued operations and extraordinary items:

|                                 |           |           |           |          |         |           |           |         
|-------------------------------- | --------- | --------- | --------- | -------- | ------- | --------- | --------- | --------
|Total                            | $(71,706) | $(66,536) | $(93,622) | $132,499 | $37,086 | $(25,003) | $(57,543) | $380,107
|Per Share                        | $(0.01)   | $(0.01)   | $(0.01)   | $0.02    | $0.01   | $0.00     | $(0.01)   | $0.05   
|Per
        Share  Fully Diluted | $(0.01)   | $(0.01)   | $(0.01)   | $0.02    | $0.01   | $0.00     | $(0.01)   | $0.05   





Net
  income or loss:

|                                    |           |           |           |          |         |           |           |         
|----------------------------------- | --------- | --------- | --------- | -------- | ------- | --------- | --------- | --------
|Total                               | $(71,706) | $(66,536) | $(93,622) | $132,499 | $37,086 | $(25,003) | $(57,543) | $380,107
|Per Share                           | $(0.01)   | $(0.01)   | $(0.01)   | $0.02    | $0.01   | $0.00     | $(0.01)   | $0.05   
|Per Share
      Fully
      Diluted | $(0.01)   | $(0.01)   | $(0.01)   | $0.02    | $0.01   | $0.00     | $(0.01)   | $0.05   

54



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General
  Discussion of Quarterly Results

Income
  and loss

Significant
  changes in key financial data for net income or loss during the quarters are
  as follows:

During
  the quarter ended March 31, 2006, the net income of $132,499 consisted of a
  gain on sale of marketable securities of $154,611, a gain on settlement of accounts
  payable of $37,000 and administrative expenses of $59,112.

During
  the quarter ended March 31, 2007, the net income of $380,107 consisted of a
  gain on sale of land of $397,235, a gain on settlement of accounts payable of
  $60,257 and administrative expenses of $77,385.

1.7
  Liquidity and Capital Resources

Working
  capital increased by $281,966 from $742,997 at March 31, 2006 to $1,024,963
  as at March 31, 2007. The increase was attributable to proceeds from sale of
  land and from settlement of accounts payable.

For
  the year ended March 31, 2007, the Company had negative cash outflow of $278,216
  from operating activities compared to $269,476 negative cash outflow from 2006
  operating activities. From an operating standpoint, the Company continues to
  rely on proceeds from sale of investment or property to remedy operating deficiency.
  The Company has no plan for any material capital expenditure in the coming year.

The
  Company did not engage in any financing activities in fiscal 2007 and fiscal
  2006.

In
  fiscal 2007, the Company invested $82,932 in marketable securities and investment
  and received proceeds of $233,856 from sale of marketable securities. In addition,
  the Company received $719,226 from the sale of land. Overall net proceeds from
  investing activities were $857,156.

The
  Company generated positive net cash inflow of $578,940 for the year. Depending
  on future growth and investment activities, the Company may obtain equity or
  debt financing to support acquisition or investment activities.



1.8Contingent liabilities and Lawsuits



The
  Company is currently involved with one court case, which it plans to defend
  vigorously.



The
  court case involves another law firm engaged by the previous management. The
  firm claims outstanding legal fees of approximately $32,000. The Company is
  in the process of contesting the amount through the court and deems it unreasonable.
  This legal fee has been accrued in the financial statement in full.





1.9
  Off-Balance Sheet Arrangements



The
  Company has no material off-balance sheet arrangement such as guarantee contracts,
  contingent interest in assets transferred to an entity, derivative instruments
  obligations and any obligations that trigger financing, liquidity, market or
  credit risk to the Company.

55





---

1.10 Contractual Obligations  and Commitments



On
  March 31, 2007, the Company had no long-term debt, capital lease obligations,
  purchase obligations and contractual obligations and commitments. The Company,
  however, has an operating lease commitment for office space at $85,834 per annum
  until March 31, 2012.





1.11
  Financial instruments and Risk Factors



As
  of March 31, 2007 the Company held $55,264 in marketable securities, which are
  valued at lower of cost and fair market value. These marketable securities are
  exposed to market volatility and may result in risk of loss in value. The Company
  also held $50,000 investment, which are valued at cost. The investment is also
  subject to risk of loss in value. Other financial instruments, which include
  cash and cash equivalents, accounts payable were not exposed to any financial
  instruments risks since their fair value approximates their carrying values.



Business
  or investment risks



The
  Company is subject to risks of venturing into businesses or investments that
  are not profitable and may result in additional debt costs and contingent liabilities.



1.12
  Outlook



Identifying
  profitable business ventures and investments will be the main task for the Company
  in this coming year in order achieve profitable operations. The Companys
  mandate is to improve operations in order to increase shareholders value.



1.13
  Disclosure Controls and Procedures and Internal Controls over Financial Reporting



The
  Companys Chief Executive Officer and Financial Controller are responsible
  for establishing and maintaining the Companys disclosure controls and
  procedures and internal control over financial reporting for the Company. The
  Companys Chief Executive Officer and Financial Controller have evaluated
  the effectiveness of the Companys disclosure controls and procedures and
  assessed the design of the Companys internal control over financial reporting
  as at March 31, 2007, pursuant to the requirements of Multilateral Instrument
  52-109.



Management
  has concluded that, as of March 31, 2007, a weakness existed in the design of
  internal control over financial reporting caused by a lack of adequate segregation
  of duties between the recording of cash receipts and disbursements and the authorization
  and reconciliation of bank accounts. This weakness has the potential to result
  in material misstatements in the companys financial statements.



Management
  has concluded and the board has agreed that, the Company does not have sufficient
  size and scale to warrant the hiring of additional staff to correct this weakness
  at this time. To help mitigate the impact of this weakness and to ensure quality
  financial reporting, management will perform weekly review and reconciliation
  of financial assets in order to compensate for the above-mentioned weakness.



Despite
  the above-mentioned weakness, the CEO and Financial Controller concluded that
  disclosure controls and procedures are effective and that the design of internal
  control over financial reporting provides reasonable assurance regarding the
  reliability of the Companys financial reporting and the preparation of
  the Companys financial statements for external purposes in accordance
  with Canadian GAAP. However, management does not expect that the Companys
  disclosure controls and procedures



56

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and internal controls over financial reporting will prevent all errors and fraud.
  Management believes that any system of internal controls, no matter how well
  designed or operated, can only provide reasonable, not absolute assurance that
  the objectives of the control system are met.





1.14
  Share Capital Outstanding



Authorized
  Capital

100,000,000
  common shares without par value

100,000,000
  preferred shares without par value



Issued
  and outstanding

7,247,703
  common shares as at March 31, 2007



57

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Exhibit 1.1

|CODE OF ETHICS         
|-----------------------
|FOR THE                
|CHIEF EXECUTIVE OFFICER

As the Chief Executive Officer of Pacific Harbour Capital Ltd.,
(the "Company"), I am committed to act honestly and in good faith with a view to
the best interests of the Company and its shareholders and to set and maintain
an ethical standard for the Company. As a steward of the Companys resources, I
will not only abide by the high legal standards required of me, but will also
conform my actions to unchanging moral precepts that give rise to ethical
obligations. I will take such proper actions, and refrain from taking such
improper actions, as if the underlying basis of my actions and inactions were to
become a universal principle of conduct. In so doing, I commit to
specifically:

- Maintain my integrity and credibility in my personal and professional life
    by carrying out the duties of the Chief Executive Officer in accordance with
    high legal and ethical standards.
- Avoid in my personal and professional life even the appearance of impropriety
    in the conduct of the duties of the Chief Executive Officer.
- Represent myself in my personal and professional life in a reputable and
    dignified manner that reflects the standard of ethical conduct required by
    the Company.
- Avoid in my personal and professional life any relationships that might
    affect, or be perceived to potentially affect, my ethical conduct in the course
    of carrying out the duties of the Chief Executive Officer (including a relationship
    that may create, or create the appearance of, a conflict of interest).
- Promptly disclose to the Board of Directors any relationship that reasonably
    could give rise to a conflict of interest.
- Not in any circumstance use confidential information acquired in the course
    of the duties of the Chief Executive Officer either for my personal advantage
    or for the advantage of related parties.
- Honour my obligation to serve the best interests of the Company and its
    shareholders by exercising the care, diligence and skill necessary to conduct
    its affairs appropriately.
- Recognize that the integrity of the capital markets is based on consistently
    honest and just actions by its participants, the conformity to market regulation,
    and the transparency of credible financial and non-financial corporate information,
    and will to the best of my ability and knowledge work to insure that I act
    in such a manner as to uphold the integrity of the capital markets.
- Insure full, fair, accurate, timely, and understandable disclosure in reports
    and documents that the Company files with or submits to public regulatory
    bodies, and insure compliance with applicable governmental laws, rules and
    regulations.
- Maintain the confidentiality of information acquired in the course of carrying
    out the duties of the Chief Executive Officer.
- Report promptly to the members of the Board of Directors of the Company
    if I suspect or recognize fraudulent or illegal acts within the Company or
    a breach of this or any other Code of Ethics by any director or officer of
    the Company, including my own acts.
- Report promptly to the members of the Board of Directors of the Company
    if I suspect or recognize acts or practices which may constitute a breach
    of, or that may jeopardize, the Companys internal controls.
- Provide the leadership, supervision and support for the employees, collaborators
    and other agents of the Company to uphold the principles articulated in this
    Code of Ethics.

58

---

I recognize that I shall be deemed to have breached this Code
of Ethics if I am sanctioned by a regulatory authority or judicial body for
violating laws or regulations affecting the performance of my duties as the
Chief Executive Officer or by a finding of the Board of Directors of the
Company. I am aware that I will be deemed to have breached this Code of Ethics
if I knew that a breach of any Code of Ethics approved by the Board of Directors
of the Company for its directors, officers or employees was likely to occur and
I failed to take appropriate steps to prevent such an act from occurring. If I
am found breaching this Code of Ethics, I acknowledge I may, in addition to any
regulatory or judicial sanction, receive sanctions from the Company, including
possible suspension or termination of employment.

Acknowledged by:

Thomas Pressello

*______________________________*Signature

Thomas PresselloChief Executive OfficerDate: September
17, 2007

59

---

Exhibit 1.2

|CODE OF ETHICS           
|-------------------------
|FOR THE                  
|INTERIM FINANCIAL OFFICER

As the Interim Financial Officer of Pacific Harbour Capital
Ltd., (the "Company"), I am committed to act honestly and in good faith with a
view to the best interests of the Company and its shareholders. As a steward of
the Companys resources, I will not only abide by the high legal standards
required of me, but will also conform my actions to unchanging moral precepts
that give rise to ethical obligations. I will take such proper actions, and
refrain from taking such improper actions, as if the underlying basis of my
actions and inactions were to become a universal principle of conduct. In so
doing, I commit to specifically:

- Maintain my integrity and credibility in my personal and professional life
    by carrying out the duties of the Acting Chief Financial Officer in accordance
    with high legal and ethical standards.
- Avoid in my personal and professional life even the appearance of impropriety
    in the conduct of the duties of the Acting Chief Financial Officer.
- Represent myself in my personal and professional life in a reputable and
    dignified manner that reflects the standard of ethical conduct required by
    the Company.
- Avoid in my personal and professional life any relationships that might
    affect, or be perceived to potentially affect, my ethical conduct in the course
    of carrying out the duties of the Acting Chief Financial Officer (including
    a relationship that may create, or create the appearance of, a conflict of
    interest).
- Promptly disclose to the Board of Directors any relationship that reasonably
    could give rise to a conflict of interest.
- Not in any circumstance use confidential information acquired in the course
    of the duties of the Acting Chief Financial Officer either for my personal
    advantage or for the advantage of related parties.
- Honour my obligation to serve the best interests of the Company and its
    shareholders by exercising the care, diligence and skill necessary to conduct
    its affairs appropriately.
- Recognize that the integrity of the capital markets is based on consistently
    honest and just actions by its participants, the conformity to market regulation,
    and the transparency of credible financial and non-financial corporate information,
    and will to the best of my ability and knowledge work to insure that I act
    in such a manner as to uphold the integrity of the capital markets.
- Insure full, fair, accurate, timely, and understandable disclosure in reports
    and documents that the Company files with, or submits to public regulatory
    bodies, and insure compliance with applicable governmental laws, rules and
    regulations.
- Maintain the confidentiality of information acquired in the course of carrying
    out the duties of the Acting Chief Financial Officer.
- Report promptly to the members of the Board of Directors of the Company
    if I suspect or recognize fraudulent or illegal acts within the Company or
    a breach of this or any other Code of Ethics by any director or officer of
    the Company, including my own acts.
- Report promptly to the members of the Board of Directors of the Company
    if I suspect or recognize acts or practices which may constitute a breach
    of, or that may jeopardize, the Companys internal controls.
- Provide the leadership, supervision and support for the employees, collaborators
    and other agents of the Company to uphold the principles articulated in this
    Code of Ethics.

60

---

I recognize that I will be deemed to have breached this Code of
Ethics if I am sanctioned by a regulatory authority or judicial body for
violating laws or regulations affecting the performance of my duties as the
Acting Chief Financial Officer or by a finding of the Board of Directors of the
Company. I am aware that I shall be deemed to have breached this Code of Ethics
if I knew that a breach of any Code of Ethics approved by the Board of Directors
of the Company for its directors, officers or employees was likely to occur and
I failed to take appropriate steps to prevent such an act from occurring. If I
am found breaching this Code of Ethics I acknowledge I may, in addition to any
regulatory or judicial sanction, receive sanctions from the Company, including
possible suspension or termination of employment.

Acknowledged by:

Michael Reynolds

*______________________________*Signature

Michael ReynoldsInterim Financial OfficerDate:
September 17, 2007

61

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Exhibit 1.3

CODE OF ETHICSFORDIRECTORS &
OFFICERS

Prepared by: Management

Dated: August 29, 2006

Approved by Board of Directors:

Thomas
Pressello_________________________________(Signature of the Chief
Executive Officer)

62

---

As an officer or director of the Company, I am committed to act
honestly and in good faith with a view to the best interests of the Company and
its shareholders. As a steward of the Companys resources, I will not only abide
by the high legal standards required of me, but will also conform my actions to
unchanging moral precepts that give rise to ethical obligations. I will take
such proper actions, and refrain from taking such improper actions, as if the
underlying basis of my actions and inactions were to become a universal
principle of conduct. In so doing, I commit to specifically:

- Maintain my integrity and credibility in my personal and professional life
    by carrying out the duties of my office in accordance with high legal and
    ethical standards.
- Avoid in my personal and professional life even the appearance of impropriety
    in the conduct of the duties of my office.
- Represent myself in my personal and professional life in a reputable and
    dignified manner that reflects the standard of ethical conduct required by
    the Company.
- Avoid in my personal and professional life any relationships that might
    affect, or be perceived to potentially affect, my ethical conduct in the course
    of carrying out the duties of my office (including a relationship that may
    create, or create the appearance of, a conflict of interest).
- Promptly disclose to the Board of Directors any relationship that reasonably
    could give rise to a conflict of interest.
- Not in any circumstance use confidential information acquired in the course
    of the duties of my office either for my personal advantage or for the advantage
    of related parties.
- Honour my obligation to serve the best interests of the Company and its
    shareholders by exercising the care, diligence and skill necessary to conduct
    its affairs appropriately, including, if a director, upholding the guidelines
    set out in the Companys Charter of Director Governance and Expectations.
- Recognize that the integrity of the capital markets is based on consistently
    honest and just actions by its participants, the conformity to market regulation,
    and the transparency of credible financial and non-financial corporate information,
    and will to the best of my ability and knowledge work to insure that I act
    in such a manner as to uphold the integrity of the capital markets.
- Insure full, fair, accurate, timely, and understandable disclosure in reports
    and documents that the Company files with or submits to public regulatory
    bodies, and insure compliance with applicable governmental laws, rules and
    regulations.
- Maintain the confidentiality of information acquired in the course of carrying
    out the duties of my office.
- Report promptly to the members of the Board of Directors of the Company
    if I suspect or recognize fraudulent or illegal acts within the Company or
    a breach of this Code of Ethics by any director or officer of the Company,
    including my own acts.
- Report promptly to the members of the Board of Directors of the Company
    if I suspect or recognize acts or practices which may constitute a breach
    of, or that may jeopardize, the Companys internal controls.
- Provide the leadership, supervision and support for the employees, collaborators
    and other agents of the Company to uphold the principles articulated in this
    Code of Ethics.

I acknowledge that this Code of Ethics applies to all directors
and officers of the Company; that a person to whom this Code of Ethics applies
will be deemed to have breached it by way of being sanctioned by a governmental
agency or judicial body for violating laws or regulations affecting the
performance of his or her duties of office or by a finding of the Board of
Directors of the Company; that any person with power

63

---

to influence or control the direction or management, policies
or activities of the sanctioned person, who was aware that a breach of the Code
of Ethics was likely to occur and failed to take appropriate steps to prevent
such an act from occurring, will be deemed to have also breached the Code of
Ethics; and that any person found breaching the Code of Ethics will, in addition
to any regulatory or judicial sanction, receive sanctions from the Company,
including possible suspension or termination of employment.

Acknowledged by:

|Thomas
      Pressello |  | Michael Reynolds
|------------------------ |  | ------------------
|Thomas Pressello         |  | Michael Reynolds  
|Director and Officer     |  | Director          
|                         |  |                   
|David
      Raffa      |  |                   
|David Raffa              |  |                   
|Director                 |  |                   

64



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Exhibit 2.1

SECTION 302 CERTIFICATION

I, Thomas Pressello, certify that:

|1.  | I have reviewed this annual report on Form 20-F of Pacific Harbour Capital Ltd.;                                                                                                                                                                                                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                           
|2.  | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order 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 report;                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                           
|3.  | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                           
|4.  | The Companys other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the Company and have:                                          
|    |                                                                                                                                                                                                                                                                                                                                                                           
|(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|    |                                                                                                                                                                                                                                                                                                                                                                           
|(b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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;   
|    |                                                                                                                                                                                                                                                                                                                                                                           
|(c) | 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 report based on such evaluation; and                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                           
|(d) | 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                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                           
|5.  | The Companys other certifying officer(s) 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 functions):                                                                                 
|   
|(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                           
|(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal controls over financial reporting.                                                                                                                                                                                                  

Date: September 17, 2007

| |  | Thomas Pressello     
| |  | -----------------------
| |  |                        
| |  | Name: Thomas Pressello 
| |  | Chief Executive Officer

65

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Exhibit 2.2

SECTION 302 CERTIFICATION

I, Michael Reynolds, certify that:

|1.  | I have reviewed this annual report on Form 20-F of Pacific Harbour Capital Ltd.;                                                                                                                                                                                                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|2.  | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order 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 report;                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|3.  | Based on my knowledge, the financial statements, and other financial information included in this 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 report;                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|4.  | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|(e) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;            
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|(f) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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;
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|(g) | 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 report based on such evaluation; and                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|(h) | 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                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|5.  | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                       
|(b) | 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: September 17, 2007

| |  | Michael Reynolds       
| |  | -------------------------
| |  |                          
| |  | Name: Michael Reynolds   
| |  | Interim Financial Officer

66

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Exhibit 2.3

SECTION 906 CERTIFICATION

In connection with the annual report of Pacific Harbour Capital Ltd., (the Company) on Form 20-F for the fiscal year ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Thomas Pressello, Chief Executive 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 to the best of my knowledge:

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 results of operations of the Company.

Thomas Pressello
  ________________________________

Name: Thomas Pressello
  Title: Chief Executive Officer
  Date: September 17, 2007

A signed original of this written statement required by Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Form 20-F to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 20-F), irrespective of any general incorporation language contained in such filing.

67

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Exhibit 2.4

SECTION 906 CERTIFICATION

In connection with the annual report of Pacific Harbour Capital Ltd., (the Company) on Form 20-F for the fiscal year ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Michael Reynolds, Interim 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 to the best of my knowledge:

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 results of operations of the Company.

Michael Reynolds
  __________________________________

Name: Michael Reynolds
  Title: Interim Financial Officer
  Date: September 17, 2007

A signed original of this written statement required by Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Form 20-F to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 20-F), irrespective of any general incorporation language contained in such filing.

68

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