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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, 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 THE

SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended March 31, 2009



OR



TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



OR



SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report . . . . . . . . . . . . . . . . .



For the transition period from . . . . . . . . . . . . . . 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 Street

Vancouver, British Columbia, Canada V6C 1X8

(Address of principal executive offices)



Thomas Pressello, (604) 697-0687 Ext. 1  tpressello@pacificharbour.ca

Suite 1502  543 Granville Streeet

Vancouver, British columbia, Canada V6C 1X8

Name, Telephone, E-mail and/or Facsimile Number and Address of Contact Person



Common Shares Without Par Value

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

(Title of each class)



TSX Venture Exchange

Name of each exchange on which registered



1



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Common Shares Without Par Value

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



None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act

(Title of each class)



Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report date:   7,247,703 Common Shares without par value



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



Yes [  ]              No [X]



If this report is an annual or transition report, indicate by check mark if the registrant is not required to file  reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.



Yes [  ]              No [X]



Indicate by check mark whether the 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 [  ]



Indicate by check mark whether the Company has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



Yes [  ]              No [X]



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 basis of accounting the registrant has used to prepare the financial statements included in this filing:



|              |                                                 |          
|------------- | ----------------------------------------------- | ---------
|U.S. GAAP [ ] | Interntional Financial Resporting Standards [ ] | Other [X]
|              | By the International Accounting Standards Board |          



If "other" has been checked in response to the previous question, indicate by check mark which financial

Statement item the registrant has elected to follow:                 Item 17 [ X ]                  Item 18 [  ]



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

Yes [  ]             No [X]





2



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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.





3



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TABLEOFCONTENTS

|        |                                                                  |   
|------- | ---------------------------------------------------------------- | --
|PARTI  
|        |                                                                  |   
|ITEM1   | IdentityofDirectors,SeniorManagementandAdvisors                  | 5 
|        |                                                                  |   
|ITEM2   | OfferStatisticsandExpectedTimetable                              | 5 
|        |                                                                  |   
|ITEM3   | KeyInformation                                                   | 5 
|        |                                                                  |   
|ITEM4   | InformationontheCompany                                          | 8 
|        |                                                                  |   
|ITEM5   | OperatingandFinancialReviewandProspects                          | 10
|        |                                                                  |   
|ITEM6   | Directors,SeniorManagementandEmployees                           | 12
|        |                                                                  |   
|ITEM7   | MajorShareholdersandRelatedPartyTransactions                     | 16
|        |                                                                  |   
|ITEM8   | FinancialInformation                                             | 17
|        |                                                                  |   
|ITEM9   | TheOfferandListing                                               | 18
|        |                                                                  |   
|ITEM10  | AdditionalInformation                                            | 19
|        |                                                                  |   
|ITEM11  | QuantitativeandQualitativeDisclosuresAboutMarketRisk             | 26
|        |                                                                  |   
|ITEM12  | DescriptionofSecuritiesOtherThanEquitySecurities                 | 26
|        |                                                                  |   
|PARTII 
|        |                                                                  |   
|ITEM13  | Defaults,DividendsArrearagesanddelinquencies                     | 27
|        |                                                                  |   
|ITEM14  | MaterialModificationstotheRightsofSecuritiyHolders,UseofProceeds | 27
|        |                                                                  |   
|ITEM15  | Controls&Procedures                                              | 27
|        |                                                                  |   
|ITEM16  | Reserved                                                         | 28
|        |                                                                  |   
|PARTIII
|        |                                                                  |   
|ITEM17  | FinancialStatements                                              | 30
|        |                                                                  |   
|ITEM18  | FinancialStatements                                              | 30
|        |                                                                  |   
|ITEM19  | ExhibitstoForm20FAnnualReport                                    | 31
|        |                                                                  |   
|        | Signatures                                                       | 32
|        | Certifications                                                   | 33
|        | FinancialStatements                                              |   
|        |                                                                  |   



4



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The information contained in this Annual Report is current at August 24, 2009 except where a different date is specified.



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



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 3.

KEY INFORMATION



A.

SELECTED FINANCIAL DATA



In Canadian Dollars Unless Otherwise Indicated



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, 2009, 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 10 in the Consolidated Financial Statements) that have been audited by Dale Matheson Carr-Hilton Labonte LLP, Chartered Accountants, of Vancouver, Canada for the year end March 31, 2009 and BDO Dunwoody LLP (formerly Amisano Hanson, Chartered Accountants) of Vancouver, Canada as to the four years ended March 31, 2008. 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.





|                                                   |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|-------------------------------------------------- | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | -
|                                                   |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|PerCanadianGAAP                                    |   | 2009      |   |   | 2008      |   |   | 2007      |   |   | 2006      |   |   | 2005      |  
|                                                   |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Revenue                                            | $ | 39,970    |   | $ | 48,000    |   | $ | 48,741    |   | $ | 45,933    |   | $ | 57,500    |  
|                                                   |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|                                                   |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Lossbeforeotheritems                               | $ | (267,606  | ) | $ | (432,505  | ) | $ | (266,248  | ) | $ | (136,246  | ) | $ | (382,510  | )
|Income(loss)fromcontinuingoperations               | $ | (261,112  | ) | $ | (423,853  | ) | $ | 323,264   |   | $ | (99,365   | ) | $ | (457,646  | )
|Income(loss)fromdiscontinuedoperations             |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|                                                   |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|NetIncome(loss)fortheyear                          | $ | (261,112  | ) | $ | (423,853  | ) | $ | 323,264   |   | $ | (99,365)  |   | $ | (457,646  | )
|                                                   |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Basicearnings(loss)pershareforcontinuingoperations | $ | (0.04     | ) | $ | (0.06     | ) | $ | 0.05      |   | $ | (0.01     | ) | $ | (0.06     | )
|BasicEarnings(loss)pershare                        | $ | (0.04     | ) | $ | (0.06     | ) | $ | 0.05      |   | $ | (0.01     | ) | $ | (0.06     | )
|DilutedEarnings(loss)pershare                      | $ | (0.04     | ) | $ | (0.06     | ) | $ | 0.04      |   | $ | (0.01     | ) | $ | (0.06     | )
|Totalassets                                        | $ | 598,867   |   | $ | 884,505   |   | $ | 1,156,569 |   | $ | 934,996   |   | $ | 998,144   |  
|Longtermdebt                                       |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|WorkingCapital                                     | $ | 461,233   |   | $ | 718,850   |   | $ | 1,024,963 |   | $ | 742,997   |   | $ | 764,578   |  
|Shareholders'equity                                | $ | 573,854   |   | $ | 834,969   |   | $ | 1,096,185 |   | $ | 761,538   |   | $ | 792,310   |  
|ShareCapital                                       | $ | 7,616,876 |   | $ | 7,616,876 |   | $ | 7,616,876 |   | $ | 7,616,876 |   | $ | 7,616,876 |  
|Cashdividendsdeclaredpershare                      |   | Nil       |   |   | Nil       |   |   | Nil       |   |   | Nil       |   |   | Nil       |  
|Weightedaveragenumberofshares                      |   | 7,247,703 |   |   | 7,247,703 |   |   | 7,247,703 |   |   | 7,247,703 |   |   | 7,247,703 |  

5



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|                                                    |   |           |   |   |           |   |   |           |   |   |            |   |   |           |  
|--------------------------------------------------- | - | --------- | - | - | --------- | - | - | --------- | - | - | ---------- | - | - | --------- | -
|                                                    |   |           |   |   |           |   |   |           |   |   |            |   |   |           |  
|                                                    |   |           |   |   |           |   |   |           |   |   |            |   |   |           |  
|PerU.S.GAAP                                         |   | 2009      |   |   | 2008      |   |   | 2007      |   |   | 2006       |   |   | 2005      |  
|                                                    |   |           |   |   |           |   |   |           |   |   |            |   |   |           |  
|Revenue                                             | $ | 39,970    |   | $ | 48,000    |   | $ | 48,741    |   | $ | 45,933     |   | $ | 57,500    |  
|                                                    |   |           |   |   |           |   |   |           |   |   |            |   |   |           |  
|Lossbeforeotheritems                                | $ | (267,606  | ) | $ | (432,805  | ) | $ | (266,248  | ) | $ | (136,246   | ) | $ | (382,510  | )
|Income(loss)fromcontinuingoperations                | $ | (261,112  | ) | $ | (534,607  | ) | $ | 221,982   |   | $ | (207,073   | ) | $ | (220,976  | )
|Income(loss)fromdiscontinuedoperations              |   |           |   |   |           |   |   |           |   |   |            |   |   |           |  
|                                                    |   |           |   |   |           |   |   |           |   |   |            |   |   |           |  
|Netincome(loss)                                     | $ | (261,112  | ) | $ | (534,607  | ) |   | $221,982  |   |   | $(207,073) |   | $ | (220,976  | )
|                                                   
|                                                    |   |           |   |   |           |   |   |           |   |   |            |   |   |           |  
|BasicEarnings(loss)pershareforcontinuingoperations  | $ | (0.04     | ) | $ | (0.07     | ) | $ | 0.03      |   | $ | (0.03      | ) | $ | (0.03     | )
|BasicEarnings(loss)pershare                         | $ | (0.04     | ) | $ | (0.07     | ) | $ | 0.03      |   | $ | (0.03      | ) | $ | (0.03     | )
|DilutedEarnings(loss)pershare                       | $ | (0.04     | ) | $ | (0.07     | ) | $ | 0.03      |   | $ | (0.03      | ) | $ | (0.03     | )
|Totalassets                                         | $ | 598,867   |   | $ | 884,505   |   | $ | 1,167,952 |   | $ | 1.059,044  |   | $ | 1,229,900 |  
|                                                    |   |           |   |   |           |   |   |           |   |   |            |   |   |           |  
|                                                    |   |           |   |   |           |   |   |           |   |   |            |   |   |           |  
|WeightedaveragenumberofsharesOutstandingunderUSGAAP |   | 7,247,703 |   |   | 7,247,703 |   |   | 7,247,703 |   |   | 7,247,703  |   |   | 7,247,703 |  
|Longtermdebt                                        |   |           |   |   |           |   |   |           |   |   |            |   |   |           |  
|Shareholdersequity                                 | $ | 573,854   |   | $ | 834,969   |   | $ | 1,107,568 |   | $ | 885,586    |   | $ | 1,024,066 |  
|Cashdividendsdeclaredpershare                       |   | Nil       |   |   | Nil       |   |   | Nil       |   |   | Nil        |   |   | Nil       |  
|                                                    |   |           |   |   |           |   |   |           |   |   |            |   |   |           |  



Currency and Exchange Rates



The noon rate of exchange on August 24, 2009 as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was US $1.00 = Cdn $1.0742.  Unless otherwise indicated in this Annual Report, all references herein are to Canadian dollars.



The following sets out the high and low exchange rates for one United States dollar expressed in terms of one Canadian dollar during the period February 1, 2009 to July 31, 2009 based on the noon buying rates posted on the Bank of Canada website.



Monthof
     High
     LowJuly2009
     1.1655
    1.0790June2009
     1.1625
     1.0827May2009
     1.1868
    1.0828April2009
     1.2640
     1.1939March2009
     1.2995
    1.2245February2009
     1.2710
1.2190




The following sets out the average exchange rates for the conversion of one United States dollar into one Canadian dollar for the five most recent financial years using information reported by the Bank of Canada.



|                    |                  |        |        |        |       
|------------------- | ---------------- | ------ | ------ | ------ | ------
|                    | YearEndedMarch31
|                    | 2005             | 2006   | 2007   | 2008   | 2009  
|                    |                  |        |        |        |       
|Averagefortheperiod | 1.2785           | 1.1932 | 1.1386 | 1.0321 | 1.1273
|                    |                  |        |        |        |       

B. CAPITALIZATION AND INDEBTEDNESS



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.



6



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C. REASONS FOR THE OFFER AND USE OF PROCEES



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



Before making an investment decision, you should carefully consider the risks and uncertainties described below as well as all other information contained in this Annual Report.  Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations.  If any of such risks actually occur, our business, prospects, financial condition, cash flow and operating results could be materially harmed.



Business Opportunities



The Company is in the business of providing adminstrative services and rent to public companies and is actively searching for other business opportunities but uncertain when and if an opportunity will arise.



History of losses and expected losses in the future:



The Company reported a loss of $457,646 for the year ended March 31, 2005; a loss of $99,365 for the year ended March 31, 2006; a net gain of $323,264 for year ended March 31, 2007; a net loss of $423,853 for the year ended March 31, 2008 and a net loss of $261,112 for the year ended March 31, 2009.  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 and were not repeated in fiscal 2008 or 2009.  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 current operations or any future business 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. 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



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.



The risks associated with penny stock classification could affect the marketability of the common stock of the Company and shareholders could find it difficult to sell their stock.



The Company's stock is subject to "penny stock" rules as defined in 1934 Securities and Exchange Act rule 3a51-1.  The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  The Company's common shares are subject to these penny stock rules.  Transaction costs associated with purchase and sales of penny stocks are likely to be higher than those for other securities.  Penny stocks generally are equity securities with a price of less than U.S. $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).



7

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The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer the current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation.



In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules:  the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Company's common shares in the United States and shareholders may find it more difficult to see their shares.



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.



ITEM 4.

INFORMATION ON THE COMPANY



A.

HISTORY AND DEVELOPMENT OF THE COMPANY



Pacific Harbour Capital Ltd., a Vancouver based investment company has their principal office located at Suite 1502  543 Granville Street, Vancouver, BC, V6C 1X8 (T) 604 697-0687 (F) 604 697-0686.



The Company was incorporated as Glider Resources Inc. under the Company Act (British Columbia) on March 18, 1986. On November 18, 1988 the name of the Company was changed to Glider Development Inc. and on September 25, 1992 the name of the Company was changed to Venture Pacific Development Corporation.  During the year end March 31, 1993 the issued and outstanding common shares of the Company were consolidated on the basis of 6 old shares for 1 new share.   On October 21, 2002, the Company changed its name to Pacific Harbour Capital Ltd., and consolidated the issued and outstanding common shares on the basis of 2 old shares for 1 new 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, 2009 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 #2700 - 650 West Georgia Street, Vancouver, B.C., V6B 4N9 and at the offices of the BCSC Executive Director at 9th Floor - 701 W. Georgia St., Vancouver, BC, V7Y IL2, at prescribed rates.



8



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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  viewed on the SEC's website at http://www.sec.gov.



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



During the last three fiscal years, the Company has been in the business of providing adminstrative services and rent to public companies and involved in investments in land/real estate and marketable securities.  The Company is actively searching for other business opportunities.



a)

Real Estate Holdings:



Province of British Columbia, Canada



The Company held a fee simple interest in a real estate property in Pemberton, British Columbia 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.



b)

Investments:



The Company invests and divests itself of assets as determined by the general economic environment and health of the relevant sectors.



C.

ORGANIZATION STRUCTURE



The Company's wholly owned subsidiaries are as follows:

-

345384 B.C. Ltd. ("345384")  dissolved on March 30, 2007.

-

345385 B.C. Ltd. ("345385")  dissolved on October 12, 2003.

-

371208 B.C. Ltd. ("371208")  dissolved on February 7, 2003.

-

Venture Pacific Development Corporation USA ("VPDC USA") - charter revoked August 1, 2004

-

VenPac Nevada 1, Inc. ("Venpac Nevada")   charter revoked December 1, 2005.

-

Venture Pacific Capital Corporation ("Capital")  subsidiary has been allowed to lapse.

-

Venture Pacific Vehicle LeaseCorp Inc. ("LeaseCorp")  dissolved November 2005



D.

PROPERTY, PLANTS AND EQUIPMENT



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 the Lillooet River.



During the year ended March 31, 2007, the Company sold the land for gross proceeds of $742,000 Cdn. less costs which provided the Company with net proceeds of $717,705 Cdn.





9



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ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS



Basis of Presentation



The consolidated financial statements for the year ended March 31, 2009 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 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, 2009 (fiscal 2009) with comparison to the prior year ended March 31, 2008 (fiscal 2008).



A.

OPERATING RESULTS



During the fiscal period ended March 31, 2009, the Companys revenue of $39,970 consisted of administration services and rent.  During the fiscal year ended March 31, 2008, the Company reported revenue of $48,000 .

As at March 31, 2009, general and administrative expenses decreased to $307,576 as compared to $480,505 for the fiscal period ended March 31, 2008. The decrease in the current year resulted primarily from stock-based compensation totalling $151,254 in fiscal 2008 which was not repeated in the current fiscal year. Excluding the stock-based compensation, general and administrative expenses decreased by $21,675 for the year.



During the fiscal period ended March 31, 2009, expenses such as audit and corporate accounting increased slightly for the year but were offset by a decrease in wages and legal expenses. Corporate administration fees increased from $27,355 in fiscal 2008 to $28,082 in fiscal 2009.



In fiscal 2009, consulting and management fees of $24,000 were paid to a company controlled by a director and officer of the Company.  These fees remained the same as those paid during fiscal 2008.  Management fees were paid in connection with services provided in overseeing the day-to-day operaitons of the Company.



In fiscal 2007, the Company had reported a gain on the sale of land or approximiately $400,000 which was not repeated during the 2008 or the 2009 fiscal year.



Unfavourable market conditions increased the loss in write-down of marketable securities in fiscal 2009 from $20,843 in fiscal 2008 to $35,606 in fiscal 2009.



The Company recorded a net loss of  $261,112 or $0.04 loss per share for the year ended March 31, 2009 compared to a loss of $423,853 or $0.06 loss per share for the year ended March 31, 2008.  The decrease in the loss from the comparative year was due mainly to a significant decrease in stock-based compensation expense (2009-$nil; 2008-$151,254).  Excluding stock-based compensation, operating expenses were comparable for fiscal 2009 and fiscal 2008.



B.

LIQUIDITY AND CAPITAL RESOURCES



Working capital decreased by $257,617 from $718,850 as of March 31, 2008 to $461,233 as at March 31, 2009.  The decrease was primarily attributable to operating loss for the year.



For the year ended March 31, 2009, cash used in operating activities was $244,684 from operations, as compared to $258,170 from 2008 operating activities.  From an operating standpoint, the Company continues to finance its operations from proceeds generated from the sale of marketable securities and investments to remedy operating deficiency.  The Company has no plans for any material capital expenditures in the coming year.  Continued operations of the Company are dependent on the Company's ability to complete additional equity financings or generate profitable operations in the future.  There is no assurance that the Company will be successful in achieving these objectives.



10



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The Company did not engage in any financing activities in fiscal 2009, 2008 and 2007.



During fiscal 2009, the Company invested $856 (2008-$549) in equipment resulting in cash outflow of $856 from investing activities.



The Company generated negative net cash outflow of $245,540 for the year ended March 31, 2009.  Depending on future growth and investment activities, the Company may obtain equity financing to support acquisition or investment activities.



Prepared in accordance with US GAAP the net loss for the year ended March 31, 2009 would be $261,112 compared to a net loss for the year ended March 31, 2008 of $534,607. The differences between Canadian and US GAAP result from additional stock-based compensation expense of $110,754 recorded under US GAAP for the 2008 fiscal year.



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 and an unrealized loss on held-for-trading securities under US GAAP.



Total assets in accordance with Canadian GAAP were $598,867 at March 31, 2009; $884,505 at March 31, 2008 and $1,167,952 at March 31, 2007.  The difference under Canadian and US GAAP is that in 2007 the marketable securities were carried at the lower of cost or market for Canadian GAAP and carried at fair value under US GAAP.



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.



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.



G.

SAFE HARBOUR



This Annual Report on 20-F contains 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.



11



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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 18, 2009 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 18, 2009 the following persons were directors and executive officers of the Company:



|                 |     |                       |                    
|---------------- | --- | --------------------- | -------------------
|NAME             | AGE | POSITION              | DATE OF APPOINTMENT
|ThomasPressello* | 40  | Director              | December12,2001    
|                 |     | ChiefExecutiveOfficer |                    
|                 |     | andPresident          | March5,2002        
|                 |     |                       |                    
|MichaelReynolds* | 45  | Director              | July26,2005        
|                 |     |                       |                    
|DavidRaffa*      | 52  | Director              | December7,2005     



* Member of Audit Committee



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 Canada with capital markets operations in the United Kingdom and the United 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 and 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 former 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 was formerly a lawyer with the law firm Catalyst Corporate Finance Lawyers, but no longer practices.



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.



12



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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.

|                                   |                       |                     |                        |                                  |                                                   |                                             |                 |                                 
|---------------------------------- | --------------------- | ------------------- | ---------------------- | -------------------------------- | ------------------------------------------------- | ------------------------------------------- | --------------- | --------------------------------
|                                   |                       | Annual Compensation | Long-Term Compensation |                                 
|                                   |                       |                     |                        |                                  | Awards                                            | Payouts                                     |                
|Name 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 | 2009
2008
2007        | Nil
Nil
Nil         | Nil
Nil
Nil            | $24,000(4)
$24,000(4)
$24,000(4) | Nil
352,014
Nil                                   | Nil
Nil
Nil                                 | Nil
Nil
Nil     | Nil
Nil
Nil                     



1)

Director fees, consulting/management fees and car allowance.

2)

Stock Appreciation Rights.

3)

Long Term Incentive Plan.

4)

These monies were paid to Equation Capital Consulting Ltd., a private B.C. company whose shares are owned by Thomas Pressello and the Pressello Trust of which Thomas Pressello is a Trustee and Beneficiary.



No new options were granted nor where any amendments made to options held by the Named Executive Officer of the Company during the fiscal year ended March 31, 2009.



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.





13



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

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 last traded price for the common shares of the Company on the TSX-VE was $0.12 on March 17, 2009, less than the exercise price of the option.



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, 2009.

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 ($)(1) | Unexercised Options at
Fiscal Year-End
Exercisable
(#) | Value of Unexercised
In -The-Money Options
At Fiscal Year-End ($)
Exercisable (2)
|Michael Reynolds | Nil                             | Nil                             | 352,014                                                | Nil                                                                              
|David Raffa      | Nil                             | Nil                             | 125,000/
175,000                                       | Nil                                                                              

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 last traded price for the common shares of the Company on the TSX-VE was $0.12 on March 17, 2009, less than the exercise price of the option.



There were no repricings of stock options held by directors of the Company during the fiscal year ended March 31, 2009.



14



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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.



|                                                       |                                                                                                  |                                                                                  |                                                                                                                                                 
|------------------------------------------------------ | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------
|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  | 959,028
175,000                                                                                  | $0.24
$0.27                                                                      | 274,027                                                                                                                                         
|Equity compensation plans not approved by shareholders | Nil                                                                                              | Nil                                                                              | N/A                                                                                                                                             
|Total                                                  | 1,134,028                                                                                        |                                                                                  | 274,027                                                                                                                                         





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 18, 2009 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 periods 2008 and 2009 the Company employed one full time employee who provides administration services and is in the Company's offices in Vancouver, B.C. Canada. The Company also employs a part-time accounting consultant. The Company has no relationship with labour unions.



15



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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 of Common Shares Held at August 24, 2009 | Number of Options or Warrants Outstanding at August 24, 2009 | Beneficial   Percentage Ownership(1) | Exercise
    Price | Expiry Date  
|                 |                                                 |                                                              |                                      |                    |              
|Thomas Pressello | 741,310 *                                       | 352,014                                                      | 13.25%                               | $0.24              | June 25, 2012
|                 |                                                 |                                                              |                                      |                    |              
|Michael Reynolds | 1,249,060                                       | 352,014                                                      | 19.40%                               | $0.24              | Dec. 7, 2010 
|                 |                                                 |                                                              |                                      |                    |              
|David Raffa      | Nil                                             | 125,000                                                      | 3.63%                                | $0.24              | Dec. 7, 2010 
|                 |                                                 | 175,000                                                      |                                      | $0.27              | Mar. 13, 2013
|                 |                                                 |                                                              |                                      |                    |              
|                 |                                                 |                                                              |                                      |                    |              



* 370,655 of these shares are owned by the Pressello Trust of which Thomas Pressello is a Trustee and Beneficiary.



(1)   Percentage  based on all of the above options being exercised in their entirety and the issued and outstanding capital of the Company therefore being  8,251,731 Common Shares.



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. The percentages for each listing are calculated based on 7,247,703 outstanding common shares.





NUMBER OF COMMON
      PERCENTAGE OFSHARES HELD AS AT
      OUTSTANDINGNAME AND ADDRESS
      AUGUST 24, 2009
      SHARES HELDHartfordEstateHoldingsLtd.
      500,006
    6.90%#503 100ParkRoyalWestVancouver,B.C.V7T1A2ThomasPressello
      *741,310
      10.23%#1502 543GranvilleStreetVancouver,B.C.V6CX81MichaelReynolds
      1,249,060
    17.23%Geissbaechliweg8a6318Walchwil,Switzerland










* Of this figure, 370,655 common shares are held by the Pressello Trust, of which Thomas Pressello is a Trustee and Beneficiary.



All shareholders of common shares are afforded the same voting rights.



16



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Based on the records of Computershare Trust Company of Canada, the Company's registrar and transfer agent, as at August 24, 2009 there were 7,247,703 issued and outstanding Common Shares and 21 registered shareholders of which 748,001 Common shares were held by 11 registered shareholders located in the United States; 6,498,536 Common shares held by 8 registered shareholders located in Canada and 1,166 Common shares held by 2 registered shareholder located in the United Kingdom.



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



During fiscal years ended March 31, 2009, March 31, 2008 and March 31, 2007 the Company received administration fees in the amount of $4,000 per month for the use of office space and administrative personnel from a company with common directors.  During these fiscal periods, the Company also paid management fees to a company with a director in common in the amount of $2,000 per month.



None of the directors or executive officers of the Company, and no associates or affiliates of any of the foregoing persons, is or has been indebted to the Company or its subsidiaries at any time since the beginning of the Companys last completed financial year.





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, 2009 audited by Dale Matheson Carr-Hilton Labonte LLP, Chartered Accountants, an independent auditor.  Included in these statements are the Audit Report dated June 15, 2009 are the ConsoliatedBalance Sheets as at March 31, 2009 and 2008; Consolidated Statements of Operations, Comprehensive Loss and Deficit for the fiscal years ended March 31, 2009, 2008 and 2007; Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2009, 2008 and 2007; Consolidated Schedules of General and Administrative Expenses (Schedule 1) for the fiscal years ended March 31, 2009, 2008 and 2007; Notes to the Financial Statements and Managements Discussion and Analysis Report as at July 10, 2009.



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.



17



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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 Company's 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 the high and low sale price for the Common Shares of the Company for each of the five fiscal years indicated on the TSX-VE and the OTC Bulletin Board:



|           |                    |                  |        |      
|---------- | ------------------ | ---------------- | ------ | -----
|           |                    |                  |        |      
|           | TSXVentureExchange | OTCBulletinBoard
|           | (inCanadian$)      | (inUS$)         
|           |                    |                  |        |      
|FiscalYear | High               | Low              | High   | Low  
|2009       | 0.50               | 0.105            | 0.163  | 0.1  
|2008       | 0.48               | 0.255            | 0.3315 | 0.231
|2007       | 0.85               | 0.23             | 0.19   | 0.00 
|2006       | 0.74               | 0.165            | 0.30   | 0.00 
|2005       | 0.35               | 0.155            | 0.225  | 0.125
|           |                    |                  |        |      

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



|     |         |                    |                  |        |      
|---- | ------- | ------------------ | ---------------- | ------ | -----
|     |         | TSXVentureExchange | OTCBulletinBoard
|     |         | (inCanadian$)      | (inUS$)         
|     |         |                    |                  |        |      
|Year | Quarter | High               | Low              | High   | Low  
|2009 | 4th     | 0.15               | 0.115            | 0.15   | 0.1  
|     | 3rd     | 0.185              | 0.105            | 0.163  | 0.10 
|     | 2nd     | 0.50               | 0.235            | 0.00   | 0.00*
|     | 1st     | 0.35               | 0.29             | 0.00   | 0.00*
|2008 | 4th     | 0.48               | 0.30             | 0.30   | 0.30 
|     | 3rd     | 0.45               | 0.255            | 0.3315 | 0.231
|     | 2nd     | 0.32               | 0.255            | 0.30   | 0.232
|     | 1st     | 0.38               | 0.255            | 0.00   | 0.00*
|     |         |                    |                  |        |      

18



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



|             |                    |                  |      |      
|------------ | ------------------ | ---------------- | ---- | -----
|             | TSXVentureExchange | OTCBulletinBoard
|             | (inCanadian$)      | (inUS$)         
|             |                    |                  |      |      
|Month        | High               | Low              | High | Low  
|February2009 | 0.15               | 0.14             | 0.15 | 0.12 
|             |                    |                  |      |      
|March2009    | 0.12               | 0.115            | 0.1  | 0.1  
|April2009    | 0.00               | 0.00*            | 0.00 | 0.00*
|May2009      | 0.105              | 0.00             | 0.00 | 0.00*
|June2009     | 0.145              | 0.00             | 0.16 | 0.16 
|July2009     | 0.175              | 0.170            | 0.00 | 0.00*



* Although a bid and ask price were shown for  these periods, the stock did not trade during these periods and therefore we cannot post a high/low sale price.







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 the shares 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



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".



19



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On November 18, 1988 the name of the Company was changed to Glider Development Inc. and on September 25, 1992 the name of the Company was changed to Venture Pacific Development Corporation.  During the year ended March 31, 1993 the issued and outstanding common shares of the Company were consolidated on the basis of 6 old shares for 1 new share.   On October 21, 2002, the Company changed its name to Pacific Harbour Capital Ltd., and consolidated the issued and outstanding common shares on the basis of 2 old shares for 1 new 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, 2009 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.



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



With respect to directors, the Articles of the Company 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 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;

(3)

guarantee the repayment of money by any other person or the performance of any obligation of any other person; and



20



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(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.

The following table is a summary of the provisions of the rights and restrictions that will attach to the Common  Shares.

|   |                         |                                                                                                                                                                                            
|-- | ----------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Rights and Restrictions | Common Shares                                                                                                                                                                              
|1. | Voting Rights           | 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.  .
|2. | Payment of Dividends    | Subject to the Business Coporations Act, the directors may from time to time declare and authorize the payment of such dividends as they may deem advisable.                               
|5. | Priority on Liquidation | Holders of common shares are entitled, rateably, to the remaining property of the Company upon liquidation, dissoluton or winding up 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 Company 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 following table is a summary of the provisions of the rights and restrictions that will attach to the Preferred Shares.

|   |                                        |                                                                                                                                                                                                                                                      
|-- | -------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Rights and Restrictions                | Preferred Shares                                                                                                                                                                                                                                     
|1. | Creation of Series of Preferred Shares | May be issued at any time in one or more series and hold special rights and restrictions as the Board determines by resolution.                                                                                                                      
|2. | Voting Rights                          | Holder may or may not be provided with the right to receive notice of, be present or vote at any general meeting of the shareholders of the Company, with such number of votes per Preferred Share as set out in the special rights and restrictions.
|3. | Right to Dividends                     | May or may not have a right to receive dividends.                                                                                                                                                                                                    
|4. | Payment of Dividends                   | May or may not be paid in priority to the common shares.                                                                                                                                                                                             
|5. | Priority on Liquidation                | May or may not have priority over holders of common shares upon distribution of assets.                                                                                                                                                              



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 deliver 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.



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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, acquisition 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 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 notify the potential investor that the Minister is satisfied that the investment is likely to be of 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 he 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 investment.   The only types of business activities which have been prescribed by regulation as related to Canadas cultural heritage or national identity deal largely 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 national 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.



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E.

TAXATION



The following discussion of Canadian 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 Shares.



Canadian Federal Income Taxation



The following discussion is a summary of the principal Canadian federal income tax consequences applicable to a holder of our common shares, who at all material times:



1)

deal at arm's length with the Company

2)

holds Common Shares as capital property

3)

are not residents of Canada at any time when holding Common Shares

4)

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.



This summary is based upon the current provisions of the Income Tax Act (Canada) (the "ITA") and the regulations in force under the ITA on the date of this annual report, the Canada-United States Tax Convention (the "Convention"), current published administrative and assessing practices of the Canada Revenue Agency, all specific proposals to amend the ITA and the regulations publicly announced by the Minister of Finance (Canada) prior to the date of this annual report and all judicial decisions currently in effect.



This summary is not exhaustive and, except for the proposed amendments to the ITA, does not take into account or anticipate prospective or retrospective changes in the law or the administrative or assessing practices of the Canada Revenue Agency, whether these changes are effected by judicial, governmental or legislative action or interpretation.  This summary does not take into account tax legislation or considerations of any province or territory of Canada.  None of the tax consequences described herein depend or rely upon any of the proposed amendments to the ITA passing into law.  As Canadian tax consequences may differ from one holder to the next, a shareholder is advised to consult a tax advisor.



Dividends



The ITA provides that dividends and other distributions deemed to be dividends, paid or deemed to be paid, by a Canadian resident corporation to a non-resident of Canada shall be subject to withholding tax at the rate of 25% on the gross amount of the dividend or deemed dividend, subject to the provisions of any applicable income tax convention. Provisions in the ITA relating to dividend and deemed dividend payments to and gains realized by non-residents of Canada, who are residents of the United States, are subject to the Convention.  Pursuant to the Treaty, the rate of withholding tax may be reduced to 15% in respect of dividends paid to a shareholder who is a resident of the United States and further reduced to 5% if the beneficial owner of shares is a corporation owning at least 10% of the voting shares of the Company.  The Company would be required to withhold any such tax from the dividend and remit the tax directly to CCRA for the account of the investor.



Capital Gains



A non-resident shareholder of the Company is not subect to tax under the Income Tax Act (Canada) ( the "ITA") in respect of a capital gain realized upon the disposition of a share of the public company (listed on a prescribed stock exchange which includes the TSX-V) unless the share represents "taxable Canadian property" to the holder.  Our common shares would be considered taxable Canadian property only if:  a)  the holder is a non-resident  b)   persons with whom the non-resident holder did not deal at arm's length  c)   the non-resident holder and persons with whom he did not deal at arm's length owned  25% or more of the issued shares of any class of shares of the Company during the period of 60 months immediately preceding the disposition unless.





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United States Federal Taxation



The following is a discussion of the material United States Federal income tax consequences, under current law, applicable to a U.S. Holder of our common shares who holds such shares as capital assets.  For federal income tax purposes, a U.S. Holder is an individual who is a citizen or resident of the United States;  a domestic corporation  or partnership created or organized in or under the laws of the United States or any political subdivision thereof;  an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a United States court can exercise primary supervision over the trust's administration and one or more United States persons are authorized to control all substantial decisions of the trust .  Accordingly, U.S. Holders should consult their own tax advisors as to the tax consequences of receiving dividends from the Company or disposing of their Common Shares.



Dividends



U.S. Holders receiving dividend distributions are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions to the extent that we have current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be deducted or may be credited against actual tax payable, subject to certain limitations and other complex rules, against the U.S. Holder's United States Federal taxable income.  See "Foreign Tax Credit" below.   To the extent that distributions exceed our current or accumualted earnings and profits, they will be treated first as a return of capital to the extent of the shareholder's basis in the common shares of the Company and thereafter as gain from the sale or exchange of the common shares of the company.  Preferential tax rates for net long term capital gains may be applicable to a U.S. Holder who is an individual, estate or trust.



Foreign Tax Credit



A U.S. Holder who pays (or who has had withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the election of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld.    There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder's United States income tax liability that the U.S. Holder's foreign source income bears to his or its world-wide taxable income.  In determining the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources.  Complex rules govern income such as "passive income", "high withholding tax interest", "financial services income" and certain other classifications of income.  A U.S. Holder who is treated as a domestic U.S. corporation owning 10% or more of the voting stock is also entitled  to a deemed paid foreign tax credit in certain circumstances for the underlying foreign tax of our company related to a deemed paid foreign tax credit in certain circumstances for the underlying foreign tax of our company related to dividends received.  The availability of the foreign tax credit and the application of the limitations on the foreign tax credit are fact specific and holders and prospective holders of our common shares should consult their own tax advisors regarding their individual circumstances.



Disposition of Common Shares



Upon the sale or other taxable disposition of common shares, U.S. Holders will recognize a capital gain or loss for United Stated federal income tax purposes equal to the difference, if any, between the amount that you realize and your adjusted tax basis on the common shares.  Your adjusted tax basis generally will be the cost to you of such shares as determined under United States federal income tax principles.  For taxable years beginning before January 1, 2011, capital gain of a non-corporate U.S. Holder, including an individual, generally will be taxed at a maximum rate of 15% if the property has been held for more than one year.  The deductibility of capital losses is subject to limitations.



Passive Foreign Investment Company



For United States federal income tax purposes, a foreign corporation could be classified as a Passive Foreign Investment Company ("PFIC") , if in any taxable year either at least 75% of the Company's gross income is "Passive income", or on average 50% of the gross value of its assets is attributable to assets that produce passive income or are held for the production of passive income.  For this purpose, passive income generally includes, among other things, dividends, interest, certain rents and royalties and gains from the disposition of property that produces such income.  There can be no assurance that the Company will not be determined to be a PFIC in its current or future taxable years



24



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U.S. Holders owning shares of a PFIC are subject to an additional tax and to an interest charge based on the value of deferral of tax for the period during which the common shares of the PFIC are owned, in addition to treatment of gain realized on the disposition of comon shares of the PFIC as ordinary income rather than capital gain.  However, if the U.S. Holder who makes a timely election to treat a PFIC as a qualified electing fund ("QEF") with respect to such shareholder's interest therein, the above described rules generally will not apply.  Instead, the electing U.S. Holder would include annually in his gross income his pro rata share of the PFIC's oridinary earnings and net capital gain regardless of whether such income or gain was actually distributed.  A U.S. Holder of a QEF can however elect to defer the payment of Untied States Federal income tax on such income inclusions.  Special rules apply to U.S. Holders who own their interests in a PFIC through intermediate entities or persons.



PFIC and QEF election rules are complex.  U.S. Holders should consult a tax advisor regardidng the availability and procedure for making the QEF election as well as the applicable method for recognizing gains or earnings and profits under the foregoing rules.



Controlled Foreign Corporation



A Controlled Foreign Corporation ("CFC") is one in which U.S. shareholders own more than 50 percent, by vote or value, of the CFC.  Only those U.S. shareholders who own, directly or indirectly, 10% or more of the CFC are included in the "more than 50%" total.  ie.  If one U.S. person owns 40% of a CFC and ten persons each own 6%, it is not a CFC, even though U.S. shareholders own 100 percent of the stock.  In this example, only one of those U.S. persons is a "U.S. shareholder".  Subpart F income only applies to CFC's generally consisting of dividends, interest, rents and royalties. If a CFC generates subpart F income, typically its U.S. shareholders must include a "deemed dividend" in income in the year the CFC earns the subpart F income (rather than when the CFC distributes the income).   Due to the complexity of subpart F and because it is not clear that subpart F would apply to the holders of common shares of the Company, U.S shareholders should consult their own tax advisors as to this matter.





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



Any documents referred to in this Annual Report may be inspected at the corporate offices of the Company, #1502  543 Granville Street, Vancouver, B.C., Canada, V6C 1X8, during normal business hours.



I.

SUBSIDIARY INFORMATION



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



25



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ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS



This item should be read on conjunction with Item 3D "Risk Factors" of this Annual Report.



The Company's capital includes share capital and cash.    The Company manages its capital to safeguard their ability to continue as a "going concern" in order to continue operations and provide returns to shareholders.



The Company manages the capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may dispose of its investments to realize proceeds, raise capital through equity financings and borrow funds in the form of advances from related parties.  To facilitate the management of its capital requirements, the Company prepares annual operating budgets and cash flows.



The Company is not subject to externally-imposed capital requirements and the Companys overall strategy with respect to capital management has not changed during the fiscal year ended March 31, 2009.



The Company has exposure to liquidity risk and market risk as a result of its use of financial instruments.



Liquidity Risk



Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Companys policy is to ensure that it will have sufficient cash to meet its liabilities when they become due. To achieve this objective, the Company seeks to maintain positive working capital at all times.



The Company generates cash flow primarily from its financing activities and proceeds from the disposition of its investments. The Company anticipates that it will have adequate liquid resources to meet its obligations under reasonably expected circumstances for the next 12 months.



Market Risk



Market risk is the risk that the fair market value of the Companys financial instruments will significantly fluctuate due to changes in market prices. The value of the financial instruments can be affected by changes in interest rates, foreign exchange rates and equity and commodity prices. The Company is exposed to market risk in trading its marketable securities and investments. The Company manages market risk by investing in diverse industries and companies.



The Company invests surplus cash in fixed rate term deposits. It is the Companys policy to reduce interest rate risk over future cash flows through the use of fixed rate instruments. The Company estimates that for each 1% decline in the interest rate earned on its cash holdings, interest income will decline by approximately $4,500 per annum.



Although the Company has one marketable security denominated in US dollars, the Companys operations are not significantly exposed to foreign exchange fluctuations.





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.



26



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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



Disclosure Controls and Procedures



The Company has carried out an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures as of March 31, 2009 being the date of our most recently completed fiscal year. Based upon that evaluation, the chief executive officer and acting financial officer concluded that the Companys disclosure controls and procedures are effective in timely alerting management to material information required to be included in our periodic SEC filings.



Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the Exchange Act) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to management, including our chief executive officer and acting financial officer to allow timely decisions regarding required disclosure.



Managements Annual Report on Internal Control over Financial Reporting



Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management has designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP, and reconciled to US GAAP, as applicable.



Because of its inherent limitations, the Companys internal control over financial reporting may not prevent or detect all possible misstatements or frauds. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.



Management has assessed the effectiveness of the Companys internal control over financial reporting and concluded that such internal control over financial reporting is effective as of March 31, 2009.



This annual report does not include an attestation report of our independent auditors regarding internal control over financial reporting.  Management's report was not subject to attestation by our independent auditors pursuant to temporary rules of the SEC that permit our Company to provide only management's report in this annual report.



27



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Changes in Internal Control over Financial Reporting

During our most recently completed fiscal year ended March 31, 2009, there were no changes in the Companys internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.



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.



ITEM 16B.

CODE OF ETHICS



The Company has adopted a Code of Ethics previously filed with the Securities & Exchange Commission, 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.  There have been no amendments to the Code of Ethics since it was adoted by the Company.  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 services rendered, including reimbursements for expenses, fees were paid to Dale Matheson Carr-Hilton Labonte LLP during the fiscal year ended March 31, 2009 and also to BDO Dunwoody LLP (formerly Amisano Hanson) for the fiscal year ended March 31, 2008, the Companys audit firms during these periods:



|                   |   |              |  |   |              | 
|------------------ | - | ------------ |  | - | ------------ | 
|TypeofFees         |   | March31,2009 |  |   | March31,2008 | 
|Auditfee           | $ | 15,000       |  | $ | 12,800       | 
|AuditedRelatedFees |   | 0            |  |   | 0            | 
|TaxFees            |   | 0            |  |   | 0            | 
|AllOtherFees       |   | 240          |  |   | 204          | 
|TotalFees          | $ | 15,240       |  | $ | 13,004       | 
|                   |   |              |  |   |              | 



Audit Related Fees



No additional fees were paid during either of the fiscal years ended March 31, 2009 or March 31, 2008.



Tax Fees



No additional fees were paid during either of the fiscal years ended March 31, 2009 or March 31, 2008.



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.



28



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ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES



The Company complies with the listing standards for audit committees and therefore this section is not applicable for the fiscal period ended March 31, 2009.



ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER & AFFLIATED PURCHASERS



The Company did not make any purchase of shares of common stock that are registered by the issuer for the fiscal period ended March 31, 2009.



ITEM 16F.

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT



On January 22, 2009 the Company's auditors, BDO Dunwoody LLP tendered their resignation and the Company accepted the engagement of Dale Matheson Carr-Hilton Labonte LLP.  The decision to change auditors was approved by the Board of Directors of the Company.  There were no reportable disagreements between the Company and BDO Dunwoody LLP and no qualified opinions or denials of opinions by BDO Dunwoody LLP for the purposes of National Instrument 51-102 of Canadian Securities Administrators.   The Company's reporting package including the Notice of Change of Auditor, consent letters from both BDO Dunwoody LLP and Dale Matheson Carr-Hilton Labonte LLP have been filed with the Securities & Exchange under a Form 6-K filed January 28, 2009.





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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.





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| |                                                                                                                                                     | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | FinancialStatements                                                                                                                                 | 
| |                                                                                                                                                     | 
| | CoverSheet                                                                                                                                          | 
| | AuditorsReportdatedJune15,2009                                                                                                                     | 
| | ConsolidatedBalanceSheetsasatMarch31,2009and2008                                                                                                    | 
| | ConsolidatedStatementsofOperations,ComprehensiseLossAndDeficitforYearsEndedMarch31,2009,2008and2007                                                 | 
| | ConsolidatedStatementsofCashFlowsforYearsEndedMarch31,2009,2008and2007                                                                              | 
| | ConsolidatedSchedulesofGeneral&AdministrativeExpensesForYearsEndedMarch31,2009,2008and2007                                                          | 
| | Notes to Consolidated Financial Statements for Year Ended March 31, 2009                                                                            | 
| | ManagementDiscussionandAnalysisdatedJuly10,2009                                                                                                     | 
| |                                                                                                                                                     | 
| |                                                                                                                                                     | 
| | Certification of the Chief Executive Officer pursuant to 18 USC Section1350 as adopted pursuant to Section 302 of the Sarbannes Oxley Actof 2002    | 
| | Certification of Director pursuant to Section1350 18 USC as adopted pursuant to Section 302 of the Sarbannes OxleyAct of 2002                       | 
| | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section1350 as adopted pursuant to Section 906 of the Sarbannes Oxley Actof 2002 | 
| | Certification of Director pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbannes Oxley Act of 2002                  | 
| |                                                                                                                                                     | 



31



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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 22, 2009 | By:                          |                                                
|                          |                              | Thomas J. Pressello                            
|                          |                              | President, Chief Executive Officer and Director









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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.





| |                        
| | -----------------------
| | "Thomas Pressello"     
| |                        
| | Name:  Thomas Pressello
| | Chief Executive Officer



Date:   September 22, 2009



33



---



SECTION 302 CERTIFICATION





I,  David J. Raffa, 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)) and internal control over financial reporting as defined in Exchange Act Rules 13a  15(f) and 15d  15(f) for the registrant 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 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.



| |                      
| | ---------------------
| | "David J. Raffa"     
| |                      
| | Name:  David J. Raffa
| | Director             



Date:  September 22, 2009





34



---



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, 2009 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 22, 2009





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.



35



---



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, 2009 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, David J. Raffa, a Director 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.





|                
|----------------
|"David J. Raffa"
|                



Name:  David J. Raffa

Title:    Director

Date:    September 22, 2009





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.









36



---





















PACIFIC HARBOUR CAPITAL LTD.

CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

(Stated in Canadian Dollars)











---

[header.jpg]



INDEPENDENT AUDITORS REPORT



To the shareholders of Pacific Harbour Capital Ltd.



We have audited the consolidated balance sheet of Pacific Harbour Capital Ltd. as at March 31, 2009 and the consolidated statement of operations, comprehensive loss and deficit and cash flows for the year then ended. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.



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



In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2009 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.



The audited consolidated financial statements at March 31, 2008 and for the years ended March 31, 2008 and 2007 were examined by other auditors who expressed an opinion without reservation on those statements in their report dated July 21, 2008.

/s/ DMCL



DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED ACCOUNTANTS



Vancouver, Canada

June 15, 2009



COMMENTS BY AUDITORS FOR UNITED STATES READERS ON CANADA-UNITED STATES REPORTING DIFFERENCES



In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Companys ability to continue as a going concern, such as those described in Note 1 to the financial statements.  Our report to the shareholders dated June 15, 2009, is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors report when these are adequately disclosed in the financial statements.

/s/ DMCL



DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

June 15, 2009

[footer.jpg]





---







PACIFIC HARBOUR CAPITAL LTD.

CONSOLIDATED BALANCE SHEETS





|                                         |   |                |   |                |  
|---------------------------------------- | - | -------------- | - | -------------- | -
|                                         |   | March 31, 2009 |   | March 31, 2008 |  
|ASSETS                                   |   |                |   |                |  
|Current                                  |   |                |   |                |  
|Cash and cash equivalents                | $ | 454,974        | $ | 700,514        |  
|Marketable securities (Note 3)           |   | 10,198         |   | 45,804         |  
|Prepaid expenses and deposits            |   | 21,074         |   | 22,068         |  
|                                         |   | 486,246        |   | 768,386        |  
|                                        
|Investments (Note 3)                     |   | 100,056        |   | 100,056        |  
|Equipment (Note 4)                       |   | 12,565         |   | 16,063         |  
|                                        
|                                         | $ | 598,867        | $ | 884,505        |  
|                                        
|LIABILITIES                              |   |                |   |                |  
|Current                                  |   |                |   |                |  
|Accounts payable and accrued liabilities | $ | 25,013         | $ | 49,536         |  
|                                        
|SHAREHOLDERS' EQUITY                     |   |                |   |                |  
|Capital stock (Note 5)                   |   | 7,616,876      |   | 7,616,876      |  
|Contributed surplus (Note 5)             |   | 422,733        |   | 422,733        |  
|Deficit                                  |   | (7,465,755     | ) | (7,204,640     | )
|                                         |   | 573,854        |   | 834,969        |  
|                                        
|                                         | $ | 598,867        | $ | 884,505        |  



Nature of Operations and Continuance of Operations (Note 1)

Commitments (Note 7)







APPROVED BY THE DIRECTORS:





|                                            |  |                                       
|------------------------------------------- |  | --------------------------------------
|                                            |  |                                       
|Thomas Pressello                ,Director |  | David Raffa                ,Director
|Thomas Pressello                            |  | David Raffa                           









SEE ACCOMPANYING NOTES





---







PACIFIC HARBOUR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS, COMPREHENSIVE LOSS AND DEFICIT





|                                                 |   |            |   |   |            |   |   |            |  
|------------------------------------------------ | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                                 |   | Year ended |   |   | Year ended |   |   | Year ended |  
|                                                 |   | March 31,  |   |   | March 31,  |   |   | March 31,  |  
|                                                 |   | 2009       |   |   | 2008       |   |   | 2007       |  
|                                                
|Expenses                                         |   |            |   |   |            |   |   |            |  
|Administration recovery (Note 6)                 | $ | 39,970     |   | $ | 48,000     |   | $ | 48,741     |  
|Fair value changes of marketable securities      |   | (35,606    | ) |   | (20,843    | ) |   | (11,383    | )
|Foreign exchange gain (loss)                     |   | 1,698      |   |   | (1,395     | ) |   | 130        |  
|Gain on sale of land                             |   | -          |   |   | -          |   |   | 397,235    |  
|Gain on sale of marketable securities            |   | -          |   |   | -          |   |   | 103,806    |  
|General and administrative expenses  Schedule I |   | (307,576   | ) |   | (480,505   | ) |   | (314,989   | )
|Interest income                                  |   | 13,254     |   |   | 30,890     |   |   | 14,021     |  
|Write-off of accounts payable                    |   | 27,148     |   |   | -          |   |   | 85,703     |  
|                                                
|Net and comprehensive income (loss)              |   | (261,112   | ) |   | (423,853   | ) |   | 323,264    |  
|                                                
|Deficit, beginning                               |   | (7,204,643 | ) |   | (6,780,787 | ) |   | (7,104,051 | )
|                                                 |   |            |   |   |            |   |   |            |  
|                                                
|Deficit, ending                                  | $ | (7,465,755 | ) | $ | (7,204,640 | ) | $ | (6,780,787 | )
|                                                
|                                                
|Basic and diluted earnings (loss) per share      | $ | ( 0.04     | ) | $ | (0.06      | ) | $ | 0.04       |  
|                                                
|Weighted average number of shares outstanding    |   | 7,247,703  |   |   | 7,247,703  |   |   | 8,226,731  |  





SEE ACCOMPANYING NOTES





---





PACIFIC HARBOUR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS





|                                                 |   |   |            |   |   |  |            |   |   |            |  
|------------------------------------------------ | - | - | ---------- | - | - |  | ---------- | - | - | ---------- | -
|                                                 |   |   | Year ended |   |   |  | Year ended |   |   | Year ended |  
|                                                 |   |   | March 31,  |   |   |  | March 31,  |   |   | March 31,  |  
|                                                 |   |   | 2009       |   |   |  | 2008       |   |   | 2007       |  
|                                                
|Operating Activities                             |   |   |            |   |   |  |            |   |   |            |  
|Net income (loss)                                | $ |   | (261,112   | ) | $ |  | (423,853   | ) | $ | 323,264    |  
|Non-cash items:                                  |   |   |            |   |   |  |            |   |   |            |  
|Amortization                                     |   |   | 4,354      |   |   |  | 5,708      |   |   | 5,927      |  
|Gain on sale of land                             |   |   | -          |   |   |  | -          |   |   | (397,235   | )
|Gain on sale of marketable securities            |   |   | -          |   |   |  | -          |   |   | (92,423    | )
|Loss on write-down of marketable securities      |   |   | 35,606     |   |   |  | 20,843     |   |   | -          |  
|Stock-based compensation                         |   |   | -          |   |   |  | 151,254    |   |   | -          |  
|Write-off of accounts payable                    |   |   | (27,148    | ) |   |  | -          |   |   | (85,703    | )
|Net change in non-cash working capital balances: |   |   |            |   |   |  |            |   |   |            |  
|Prepaid expenses                                 |   |   | 991        |   |   |  | (1,274     | ) |   | (4,675     | )
|Accounts payable                                 |   |   | 2,625      |   |   |  | (10,848    | ) |   | (27,371    | )
|                                                 |   |   | (244,684   | ) |   |  | (258,170   | ) |   | (278,216   | )
|                                                
|Investing Activities                             |   |   |            |   |   |  |            |   |   |            |  
|Investments and marketable securities            |   |   | -          |   |   |  | (50,056    | ) |   | (82,932    | )
|Proceeds from sale of marketable securities      |   |   | -          |   |   |  | -          |   |   | 233,856    |  
|Expenditure on land held for resale              |   |   | -          |   |   |  | -          |   |   | (4,386     | )
|Net proceeds from sale of land                   |   |   | -          |   |   |  | -          |   |   | 719,226    |  
|Purchase of equipment                            |   |   | (856       | ) |   |  | (549       | ) |   | (8,608     | )
|                                                 |   |   | (856       | ) |   |  | (50,605    | ) |   | 857,156    |  
|                                                
|Increase (Decrease) in Cash and Cash Equivalents |   |   | (245,540   | ) |   |  | (308,775   | ) |   | 578,940    |  
|                                                
|Cash, Beginning                                  |   |   | 700,514    |   |   |  | 1,009,289  |   |   | 430,349    |  
|                                                
|Cash, Ending                                     |   | $ | 454,974    |   | $ |  | 700,514    |   | $ | 1,009,289  |  
|                                                
|Cash and cash equivalents are comprised of:      |   |   |            |   |   |  |            |   |   |            |  
|Cash                                             |   | $ | 42,501     |   | $ |  | 52,676     |   | $ | 298,206    |  
|Money market investments                         |   |   | -          |   |   |  | 96,837     |   |   | 131,877    |  
|Term deposits                                    |   |   | 412,473    |   |   |  | 551,001    |   |   | 579,206    |  
|                                                 |   | $ | 454,974    |   | $ |  | 700,514    |   | $ | 1,009,289  |  





SEE ACCOMPANYING NOTES





---





PACIFIC HARBOUR CAPITAL LTD.  Schedule I

CONSOLIDATED SCHEDULES OF

GENERAL AND ADMINISTRATIVE EXPENSES





|                                               |   |            |   |            |   |           
|---------------------------------------------- | - | ---------- | - | ---------- | - | ----------
|                                               |   | Year ended |   | Year ended |   | Year ended
|                                               |   | March 31,  |   | March 31,  |   | March 31, 
|                                               |   | 2009       |   | 2008       |   | 2007      
|                                              
|Amortization                                   | $ | 4,354      | $ | 5,708      | $ | 5,927     
|Audit fees                                     |   | 16,699     |   | 13,005     |   | 9,450     
|Bank charges                                   |   | 525        |   | 546        |   | 564       
|Consulting and management salaries (Note 6)    |   | 24,000     |   | 24,000     |   | 24,000    
|Corporate administration                       |   | 28,082     |   | 27,355     |   | 25,735    
|Filing and regulatory fees                     |   | 13,224     |   | 14,614     |   | 21,301    
|Legal and professional fees                    |   | 2,791      |   | 16,486     |   | 8,956     
|Office and general                             |   | 19,650     |   | 19,644     |   | 21,242    
|Rent and utilities                             |   | 100,560    |   | 100,529    |   | 73,919    
|Shareholder information and investor relations |   | -          |   | 830        |   | 2,550     
|Stock-based compensation (Note 5)              |   | -          |   | 151,254    |   | -         
|Transfer agent fees                            |   | 8,307      |   | 6,957      |   | 6,471     
|Travel and promotion                           |   | 14,579     |   | 18,022     |   | 15,939    
|Wages and benefits                             |   | 74,805     |   | 81,555     |   | 98,935    
|                                              
|                                               | $ | 307,576    | $ | 480,505    | $ | 314,989   





SEE ACCOMPANYING NOTES





---





PACIFIC HARBOUR CAPITAL LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009



Note 1

Nature of  Operations and Continuance 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 the OTC Bulletin Board.  The Company is in the business of providing administration services to public companies and is actively searching for other business opportunities.



These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles applicable to a going concern which assume that the Company will realize its assets and discharge its liabilities in the normal course of business. During the year the Company recorded a net loss of $261,112 and has incurred cumulative losses of $7,465,755 since inception.  The operations of the Company have been primarily funded by the issuance of common shares. Continued operations of the Company are dependent on the Companys ability to complete additional equity financings or generate profitable operations in the future. Management is also aware that significant material uncertainties exist, related to current economic conditions that could cast significant doubt upon the Companys ability to continue.  Management is not able to assess the likelihood or timing of improvements in the equity markets for raising capital for future acquisitions or expenditures.  These uncertainties represent a liquidity risk and may impact the Companys ability to continue as a going concern in the future.



Note 2

Significant Accounting Policies



a)

Principle 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 upon consolidation.



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)

Use of Estimates



The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.



The significant areas requiring the use of management estimates relate to the determination of impairment of the carrying values for long-lived assets, future income tax assets and the related valuation allowance.  Management reviews significant estimates on a periodic basis and, when changes in estimates are necessary, makes adjustments prospectively.





---



Pacific Harbour Capital Ltd.

Notes to the Consolidated Financial Statements

March 31, 2009









Note 2

Significant Accounting Policies- (continued)



d)

Financial Instruments



The Company follows Canadian Institute of Chartered Accountants (CICA) Sections 3855, Financial Instruments  Recognition and Measurement and Section 3856, Hedges. Section 3855 prescribes when a financial instrument is to be recognized on the balance sheet and at what amount. Under Section 3855, financial instruments must be classified into one of five categories: held-for-trading, held-to-maturity, loans and receivables, available-for-sale financial assets, or other financial liabilities. All financial instruments, including derivatives, are measured at the balance sheet  date at fair value except for loans and receivables, held-to-maturity investments, and other financial liabilities which are measured at amortized cost.



The Companys financial instruments consist of cash and cash equivalents, marketable securities, investments, and accounts payable.  Cash and cash equivalents are measured at face value, representing fair value, and are classified as held-for-trading.  Marketable securities are measured at their market price, representing fair value, and are classified as held-for-trading.  Investments are measured at historical cost and not at fair value as the fair value cannot be reasonably established due to the absence of a quoted market price and are classified as available for sale.



For the years ended March 31, 2009, 2008 and 2007, the Company has no derivatives or embedded derivatives.



e)

Future Income Taxes



Future income taxes are recorded using the asset and liability method whereby future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.



f)

Equipment



Equipment are 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





---



Pacific Harbour Capital Ltd.

Notes to the Consolidated Financial Statements

March 31, 2009









Note 2

Significant Accounting Policies- (continued)



g)

Basic and Diluted Loss per Share



Basic loss per share is computed by dividing the net loss for the year available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of the entity. In a loss year, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti- dilutive.



h)

Foreign Currency Translation



Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate in effect at the balance sheet date.  Non-monetary assets are translated at the exchange rates in effect at the time of acquisition. Revenues and expenses are translated at the average exchange rate in effect during the period. Realized and unrealized foreign exchange gains and losses are included in earnings.



i)

Stock-Based Compensation Plan



The Company records all stock option awards at fair value as determined using the Black-Scholes option pricing model. All stock awards to employees and non-employees are measured at the time of grant, or revision, and the fair value attributed is charged to operations, allocated to specific asset accounts, and recognized over the vesting period. Upon exercise, the fair value of share purchase options or specified warrants is allocated from the contributed surplus account to share capital.



j)

Impairment of Long-lived Assets



The carrying of long-lived assets with fixed or determinable lives are reviewed for impairment whenever events or changes in circumstances indicate the recoverable value may be less than the carrying amount.  Impairment determinations are based on managements estimates of undiscounted and discounted future net cash flows expected to be recovered from specific assets or groups of assets through use or future disposition.  Impairment charges are recorded in the period in which determination of impairment is made by management.



k)

Newly Adopted Accounting Policies



Effective April 1, 2008, the Company adopted CICA Handbook Section 3862,"Financial Instruments-Disclosure" and, Section 3863, "Financial Instruments-Presentation". These standards replace the current standard Section 3861 and place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how to manage the risks arising from financial instruments. Section 3862 requires disclosure of additional detail by financial assets and liability categories. Section 3863 establishes





---



Pacific Harbour Capital Ltd.

Notes to the Consolidated Financial Statements

March 31, 2009









Note 2

Significant Accounting Policies- (continued)



standards for presentation of financial instruments and non-financial derivatives. (Refer to Note 9)



Effective April 1, 2008, the Company adopted CICA Handbook Section 1400, General Standards of Financial Statements. This section requires management to make an assessment of the Companys ability to continue as a going concern, and to disclose of any material uncertainties related to events or conditions that may cast significant doubt upon the entitys ability to continue as a going concern. When the financial statements are not prepared on a going concern basis, that fact should be disclosed together with the basis why the Company is not considered a going concern. (Refer to Note 1)



Effective April 1, 2008, the Company adopted CICA Handbook Section 1535, Capital Disclosures. This section establishes standards for disclosing information about any entitys objectives, policies, and processes for managing capital. (Refer to Note 8)



k)

Recent Accounting Pronouncements, Not Yet Adopted



In 2006, the Canadian Accounting Standards Board (AcSB) published a strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian generally accepted accounting principles with International Financial Reporting Standards (IFRS) over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canadas own generally accepted accounting principles.  The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended March 31, 2011.  While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS has not been determined. Management plans for conversion include internal training, external consulting on complex issues, Board and Audit Committee oversight and the development of a conversion plan with impact assessments starting in late 2010.



In February 2008, the CICA issued Section 3064, Goodwill and Intangible Assets, which replaced existing Section 3062, Goodwill and Other Intangible Assets, and Section 3450, Research and Development. The new standard provides guidance on the recognition, measurement, presentation and disclosure of goodwill and intangible assets. This standard is effective for interim and annual financial statements relating to fiscal years beginning on or after October 1, 2008. Management does not expect that the adoption of this new standard will have significant impact on the Companys financial statements.



In January 2009, the CICA issued Handbook Section 1601, Consolidated Financial Statements, which establishes standards for the preparation of consolidated financial statements and will replace the existing Handbook Section 1600, Consolidated Financial Statements.  The new standard is effective for interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011.  Earlier adoption is permitted as of the beginning of a fiscal year, in which case an entity would also early adopt Handbook Section 1582, Business Combinations, and Handbook Section 1602, Non-Controlling Interests.  Management does not expect that the adoption of this new standard will have significant impact on the Companys financial statements.





---



Pacific Harbour Capital Ltd.

Notes to the Consolidated Financial Statements

March 31, 2009









In January 2009, the CICA issued Handbook Section 1602, Non-Controlling Interests, which establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. It is equivalent to the corresponding provisions of IFRS 27, Consolidated and Separate Financial Statements.



Note 2

Significant Accounting Policies- (continued)



The new standard is effective for interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011.  Earlier adoption is permitted as of the beginning of a fiscal year.  Management does not expect that the adoption of this new standard will have significant impact on the Companys financial statements.



In January 2009, the CICA approved EIC 173, Credit Risk and the Fair Value of Financial Assets and Liabilities.  This guidance clarified that an entitys own credit risk and the credit risk of the counterparty should be taken into account.  This guidance is applicable to fiscal periods ending on or after January 12, 2009.  The Company does not expect that this will have any material impact on its financial statements.





Note 3        Marketable Securities and Investments



Holdings of marketable securities and investments as at March 31, 2009 and 2008 are as follows:



a)

Marketable Securities:



| |                         |                |                |        |   |        |         |   |        |   |       
| | ----------------------- | -------------- | -------------- | ------ | - | ------ | ------- | - | ------ | - | ------
| |                         | March 31, 2009 | March 31, 2008
| |                         | Number         |                | Fair   |   |        | Number  |   | Fair   |   |       
| |                         | of             |                | Market |   |        | of      |   | Market |   |       
| |                         | Shares         |                | Value  |   | Cost   | Shares  |   | Value  |   | Cost  
| | Baja Mining Corp.       | 25,000         | $              | 8,500  | $ | 16,494 | 25,000  | $ | 33,750 | $ | 16,494
| | Minerra Resource Corp.  | 100,000        |                | 500    |   | 21,000 | 100,000 |   | 8,000  |   | 21,000
| | Inovio Biomedical Corp. | 5,000          |                | 1,198  |   | 17,770 | 5,000   |   | 4,054  |   | 17,770
| |                         |                |                |        |   |        |         |   |        |   |       
| |                         |                | $              | 10,198 | $ | 55,264 |         | $ | 45,804 | $ | 55,264





---



Pacific Harbour Capital Ltd.

Notes to the Consolidated Financial Statements

March 31, 2009









Note 3       Marketable Securities and Investments



b)

Investments:



| |                        |                |                |         |           |   |        
| | ---------------------- | -------------- | -------------- | ------- | --------- | - | -------
| |                        | March 31, 2009 | March 31, 2008
| |                        | Number of      |                |         | Number of |   |        
| |                        | Shares         |                | Cost    | Shares    |   | Cost   
| | Yellowhead Mining Inc. | 125,000        | $              | 50,000  | 125,000   | $ | 50,000 
| | Ethoca Solutions Inc.  | 1,823          |                | 50,056  | 1,823     |   | 50,056 
| |                        |                | $              | 100,056 |           | $ | 100,056



Investments consist of investment in private companies in which the Company does not exert a significant influence.



Note 4

Equipment



| |                    |   |        |   |              |   |          |   |         
| | ------------------ | - | ------ | - | ------------ | - | -------- | - | --------
| |                    |   |        |   |              |   | March 31 |   | March 31
| |                    |   |        |   |              |   | 2009     |   | 2008    
| |                    |   | Cost   |   | Accumulated  |   | Net      |   | Net     
| |                    |   |        |   | Amortization |   |          |   |         
| | Computer Equipment | $ | 39,551 | $ | 31,730       | $ | 7,821    | $ | 10,134  
| | Office Furniture   |   | 20,636 |   | 15,892       |   | 4,744    |   | 5,929   
| | Software           |   | 4,170  |   | 4,170        |   | -        |   | -       
| |                    | $ | 64,357 | $ | 51,792       | $ | 12,565   | $ | 16,063  



Note 5

Share Capital



a)

Authorized:

100,000,000 common shares without par value.

100,000,000 preferred shares without par value



b)

Common Shares Issued:



| |                                        |           |   |          
| | -------------------------------------- | --------- | - | ---------
| |                                        | Number    |   | Amount   
| | Balance, March 31, 2009, 2008 and 2007 | 7,247,703 | $ | 7,616,876





---



Pacific Harbour Capital Ltd.

Notes to the Consolidated Financial Statements

March 31, 2009







Note 5

Share Capital- (continued)



c)

Stock Options:

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.



Information regarding the Companys outstanding stock options is summarized as follows:



| |                                               |           |   |   |               
| | --------------------------------------------- | --------- | - | - | --------------
| |                                               |           |   |   | Weighted      
| |                                               |           |   |   | Average       
| |                                               | Number    |   |   | Exercise Price
| | Outstanding and exercisable at March 31, 2008 | 1,159,028 |   | $ | 0.24          
| | Expired                                       | (25,000   | ) |   | -             
| | Outstanding as at March 31, 2009              | 1,134,028 |   | $ | 0.24          

On March 31, 2009, there were 1,134,028 stock options outstanding entitling the holders thereof the right to purchase one common share for each option held as follows:



| |                  |   |                |                  
| | ---------------- | - | -------------- | -----------------
| | Number of Shares |   | Exercise Price | Expiry Date      
| | 477,014          | $ | 0.24           | December 07, 2010
| | 482,014          | $ | 0.24           | June 25, 2012    
| | 175,000          | $ | 0.27           | March 13, 2013   
| | 1,134,028        |   |                |                  

During the year ended March 31, 2009, a compensation charge of $Nil (2008:$151,254) 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:



| |                                 |                |                |  
| | ------------------------------- | -------------- | -------------- | -
| |                                 | Year Ended     | Year Ended     |  
| |                                 | March 31, 2009 | March 31, 2008 |  
| | Risk-free interest rate         | -              | 2.98-3.73      | %
| | Expected dividend yield         | -              | 0.00           | %
| | Expected stock price volatility | -              | 84.80-86.01    | %
| | Expected stock option life      | -              | 5 years        |  





---



Pacific Harbour Capital Ltd.

Notes to the Consolidated Financial Statements

March 31, 2009







Note 5

Share Capital- (continued)



d)

Contributed Surplus:



| |                              |   |         |   |        
| | ---------------------------- | - | ------- | - | -------
| |                              |   | 2009    |   | 2008   
| | Balance, March 31, 2008      | $ | 422,733 | $ | 271,479
| | Fair value of option granted |   | -       |   | 151,254
| | Balance, March 31, 2009      | $ | 422,733 | $ | 422,733



Note 6

Related Party Transactions



For the years ended March 31, 2009, 2008 and 2007, the Company entered into the following transactions with directors or companies with common directors:



| |                                    |   |         |   |   |         |   |   |       
| | ---------------------------------- | - | ------- | - | - | ------- | - | - | ------
| |                                    |   | 2009    |   |   | 2008    |   |   | 2007  
| |                                   
| | Administration recovery            | $ | (39,970 | ) | $ | (48,000 | ) | $ | 48,741
| | Consulting and management salaries | $ | 24,000  |   | $ | 24,000  |   | $ | 24,000



These transaction were measured at the exchange amount, which is the amount agreed upon by the related parties.



Note 7

Commitments



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:



| |                      |      |  |   |        
| | -------------------- | ---- |  | - | -------
| | Year ended March 31, | 2010 |  | $ | 85,834 
| |                      | 2011 |  |   | 85,834 
| |                      | 2012 |  |   | 85,834 
| |                      |      |  | $ | 257,502





---



Pacific Harbour Capital Ltd.

Notes to the Consolidated Financial Statements

March 31, 2009







Note 8

Capital Risk Management



The Companys capital includes share capital and cash.  The Company manages its capital to safeguard the entitys ability to continue as a going concern in order to continue operations and provide returns to shareholders.



The Company manages the capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may dispose of its investments to realize proceeds, raise capital through equity financings and borrow funds in the form of advances from related parties.  To facilitate the management of its capital requirements, the Company prepares annual operating budgets and cash flows.



The Company is not subject to externally-imposed capital requirements and the Companys overall strategy with respect to capital management has not changed during the fiscal year ended March 31, 2009.



Note 9

Management of Financial Risk



The principal financial instruments used by the Company are as follows:

·

Cash and cash equivalents;

·

Marketable securities;

·

Investments; and

·

Accounts payable.



The Company has exposure to liquidity risk and market risk as a result of its use of financial instruments.



Liquidity Risk



Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Companys policy is to ensure that it will have sufficient cash to meet its liabilities when they become due. To achieve this objective, the Company seeks to maintain positive working capital at all times.



The Company generates cash flow primarily from its financing activities and proceeds from the disposition of its investments. The Company anticipates that it will have adequate liquid resources to meet its obligations under reasonably expected circumstances for the next 12 months.





---



Pacific Harbour Capital Ltd.

Notes to the Consolidated Financial Statements

March 31, 2009







Note 9

Management of Financial Risk- (continued)



Market Risk



Market risk is the risk that the fair market value of the Companys financial instruments will significantly fluctuate due to changes in market prices. The value of the financial instruments can be affected by changes in interest rates, foreign exchange rates and equity and commodity prices. The Company is exposed to market risk in trading its marketable securities and investments. The Company manages market risk by investing in diverse industries and companies.



The Company invests surplus cash in fixed rate term deposits. It is the Companys policy to reduce interest rate risk over future cash flows through the use of fixed rate instruments. The Company estimates that for each 1% decline in the interest rate earned on its cash holdings, interest income will decline by approximately $4,500 per annum.



Although the Company has one marketable security denominated in US dollars, the Companys operations are not significantly exposed to foreign exchange fluctuations.



Note 10

Material Differences Between Canadian and United States Generally Accepted Accounting Principles (GAAP)



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.





---



Pacific Harbour Capital Ltd.

Notes to the Consolidated Financial Statements

March 31, 2009







Note 10

Material Differences Between Canadian and United States Generally Accepted Accounting Principles (GAAP)- (continued)



b)

Marketable Securities



Prior to April 1, 2007, the Companys marketable securities were presented at lower of cost or market value.  Under US GAAP the Company classifies its marketable securities as held-for-trading and they are carried in the financial statements at their fair value equal to their quoted market price at year end. Marketable securities are classified as long-term if management does not intend to dispose of them within the subsequent year. Realized gains and losses and unrealized holding gains and losses on held-for-trading marketable securities are reported in earnings for the year.  Upon adoption of CICA Handbook Section 3855 on April 1, 2007 (Note 2), there are no ongoing differences between Canadian and US GAAP in the accounting for marketable securities.



c)

Stock-based Compensation



Pursuant to SAB 5T and FAS 123R, the sale of shares from a principal shareholder to directors of the Company at a discount results in stock-based compensation expense. On January 8, 2008, directors of the Company acquired 1,582,210 common shares from a principal shareholder at a discount resulting in additional stock-based compensation expense of $110,754 for US GAAP.



d)

Newly Adopted Accounting Pronouncements



In November 2008, the FASB voted on the effective date and other amendments of proposed FASB Staff Position FAS 140-e and FIN 46(R)-e, Disclosures about Transfers of Financial Assets and Interests in Variable Interest Entities (FSP FAS 140-e and FIN 46R-e). FSP FAS 140-e and FIN 46R-e would amend SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities  as amended (SFAS 140) and FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities (FIN 46R) to require enhanced disclosures by public entities about transfers of financial assets and interests in variable interest entities, and provide users of the financial statements with greater transparency about a transferors continuing involvement with transferred financial assets and an enterprises involvement with variable interest entities. The disclosures required by FSP FAS 140-e and FIN 46R-e will be effective for reporting periods (interim and annual) ending after December 15, 2008. The Company has concluded this amended standard will have no effect on its financial statements.







---



Pacific Harbour Capital Ltd.

Notes to the Consolidated Financial Statements

March 31, 2009







Note 10

Material Differences Between Canadian and United States Generally Accepted Accounting Principles (GAAP)- (continued)

In September 2008, the FASB issued two separate but related exposure drafts: (1) Proposed Statement of Financial Accounting Standards, Accounting for Transfers of Financial Assets  an amendment of FASB Statement No. 140, and (2) Proposed Statement of Financial Accounting Standards, Amendments to FASB Interpretation No. 46(R) (together, the proposed Statements). The proposed Statements would remove the concept of a qualifying special-purpose entity (QSPE) from SFAS 140 and the exceptions from applying FIN 46R to QSPEs. The proposed Statements would be effective as of the beginning of a reporting entitys fiscal year that begins after November 15, 2009. The Company has concluded these proposed standards will have no effect on its financial statements.



In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF 03-6-1) FSP EITF 03-6-1 establishes that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities as defined in Emerging Issues Task Force (EITF) Issue No. 03-6, Participating Securities and the Two-Class Method under FASB Statement No. 128, and should be included in the computation of earnings per share pursuant to the two-class method as described in Statement of Financial Accounting Standards No. 128, Earnings per Share. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. All prior-period earnings per share data presented shall be adjusted retrospectively to conform to the provisions of FSP EITF 03-6-1. Early application is not permitted. The Company has concluded this standard will have no effect on its financial statements.

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Principles(SFAS 162). SFAS 162 identifies a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities. SFAS 162 is effective 60 days following the SECs approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company has concluded this standard will have no effect on its financial statements.





---



Pacific Harbour Capital Ltd.

Notes to the Consolidated Financial Statements

March 31, 2009







Note 10

Material Differences Between Canadian and United States Generally Accepted Accounting Principles (GAAP)- (continued)



In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts  An interpretation of FASB Statement No. 60.  SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how SFAS 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprises risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted.  The adoption of this statement will have no effect on the Companys financial statements.



In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 amends and expands the disclosure requirements of FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities  as amended (SFAS 133), to provide enhanced disclosures about how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for under SFAS 133; and how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has concluded this standard will have no effect on its financial statements.





---



Pacific Harbour Capital Ltd.

Notes to the Consolidated Financial Statements

March 31, 2009







Note 10

Material Differences Between Canadian and United States Generally Accepted Accounting Principles (GAAP)- (continued)



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



a)

Effect on Balance Sheets



| |                                        |   |            |   |   |            |  
| | -------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                        |   | 2009       |   |   | 2008       |  
| |                                       
| | Total Assets                           |   |            |   |   |            |  
| | Per Canadian GAAP and US GAAP          | $ | 598,867    |   | $ | 884,505    |  
| |                                       
| | Total Liabilities                      |   |            |   |   |            |  
| | Per Canadian GAAP and US GAAP          | $ | 25,013     |   | $ | 49,536     |  
| |                                       
| | Shareholders equity                   |   |            |   |   |            |  
| | Deficit, ending per Canadian GAAP      | $ | (7,465,755 | ) | $ | (7,204,640 | )
| | Stock-based compensation               |   | -          |   |   | (110,754   | )
| | Deficit, ending per US GAAP            | $ | (7,465,755 | ) | $ | (7,315,394 | )
| | Share capital per Canadian and US GAAP | $ | 7,616,876  |   | $ | 7,616,876  |  
| | Contributed surplus, per CDN GAAP      |   | 422,733    |   |   | 422,733    |  
| | Stock-based compensation               |   | -          |   |   | 110,754    |  
| | Contributed surplus, per US GAAP       | $ | 573,854    |   | $ | 834,969    |  



b)

Effect on Statements of Operations, Comprehensive Loss and Deficit



| |                                                                     |   |          |   |   |          |   |   |          |  
| | ------------------------------------------------------------------- | - | -------- | - | - | -------- | - | - | -------- | -
| |                                                                     |   | 2009     |   |   | 2008     |   |   | 2007     |  
| |                                                                    
| | Net income (loss) for the year Per Canadian GAAP                    | $ | (261,112 | ) | $ | (423,853 | ) | $ | 323,264  |  
| | Unrealized loss on held-for trading securities                      |   | -        |   |   | -        |   |   | (128,318 | )
| | Gain on sale of land held for resale                                |   | -        |   |   | -        |   |   | 15,653   |  
| | Stock-based compensation                                            |   | -        |   |   | (110,754 | ) |   | -        |  
| | Per US GAAP                                                         | $ | (261,112 | ) | $ | (534,607 | ) | $ | 221,982  |  
| |                                                                    
| | Net earnings (loss) per common share, basic and diluted Per US GAAP | $ | (0.04    | ) | $ | (0.07    | ) | $ | 0.03     |  





---



Pacific Harbour Capital Ltd.

Notes to the Consolidated Financial Statements

March 31, 2009







Note 10

Material Differences Between Canadian and United States Generally Accepted Accounting Principles (GAAP)- (continued)



c)

Effect on Statements of Cash Flows



| |                                       |   |          |   |   |          |   |   |           |  
| | ------------------------------------- | - | -------- | - | - | -------- | - | - | --------- | -
| |                                       |   | 2009     |   |   | 2008     |   |   | 2007      |  
| |                                       |   |          |   |   |          |   |   | (Restated | )
| | Cash flows used in:                   |   |          |   |   |          |   |   |           |  
| | Operating activities                  |   |          |   |   |          |   |   |           |  
| | Per Canadian GAAP                     | $ | (244,684 | ) | $ | (258,170 | ) | $ | (278,216  | )
| | Capitalized holding costs             |   | -        |   |   | -        |   |   | (4,386    | )
| | Unrealized loss on trading securities |   | -        |   |   | -        |   |   | 128,318   |  
| | Marketable securities                 |   | -        |   |   | -        |   |   | (161,250  | )
| | Per US GAAP                           | $ | (244,684 | ) | $ | (258,170 | ) | $ | (315,534  | )
| |                                      
| | Cash flows used in:                   |   |          |   |   |          |   |   |           |  
| | Investing activities                  |   |          |   |   |          |   |   |           |  
| | Per Canadian GAAP                     | $ | (856     | ) | $ | (50,605  | ) | $ | 857,156   |  
| | Capitalized holding costs             |   | -        |   |   | -        |   |   | 4,386     |  
| | Marketable securities                 |   | -        |   |   | -        |   |   | 32,932    |  
| | Per US GAAP                           | $ | (856     | ) | $ | (50,605  | ) | $ | 894,474   |  



Note 11

Income Taxes



A reconciliation of income taxes at statutory rates to the Companys effective income tax expense is as follows:



| |                                                           |   |          |   |   |          |   |   |          |  
| | --------------------------------------------------------- | - | -------- | - | - | -------- | - | - | -------- | -
| |                                                           |   | 2009     |   |   | 2008     |   |   | 2007     |  
| |                                                          
| | Loss before income taxes                                  | $ | (261,112 | ) | $ | (423,853 | ) | $ | 323,264  |  
| | Statutory tax rate                                        |   | 31       | % |   | 33.47    | % |   | 35.26    | %
| |                                                          
| | Expected income tax recovery (charge)                     |   | 80,945   |   |   | 142,000  |   |   | (114,000 | )
| | Increase (decrease) resulting from:                       |   |          |   |   |          |   |   |          |  
| | Non-deductible differences                                |   | (3,445   | ) |   | (53,000  | ) |   | 102,000  |  
| | Impact of change in tax rates                             |   | (229,000 | ) |   | (312,000 | ) |   | -        |  
| | Unrecognized tax losses and change in valuation allowance |   | 151,500  |   |   | 223,000  |   |   | 12,000   |  
| | Income tax recovery (change)                              | $ | -        |   | $ | -        |   | $ | -        |  





---



Pacific Harbour Capital Ltd.

Notes to the Consolidated Financial Statements

March 31, 2009







Note 11

Income Taxes- (continued)

Future tax assets of the Company were comprised of the following:



| |                                    |   |          |   |   |          |   |   |            |  
| | ---------------------------------- | - | -------- | - | - | -------- | - | - | ---------- | -
| |                                    |   | 2009     |   |   | 2008     |   |   | 2007       |  
| |                                   
| | Non-capital losses carried-forward | $ | 332,000  |   | $ | 797,000  |   | $ | 1,138,000  |  
| | Capital losses carried forward     |   | 65,000   |   |   | 65,000   |   |   | 86,000     |  
| | Equipment                          |   | (600     | ) |   | 4,000    |   |   | 3,000      |  
| | Marketable securities              |   | 9,000    |   |   | 1,000    |   |   | -          |  
| |                                    |   | 405,400  |   |   | 867,000  |   |   | 1,227,000  |  
| | Less: Valuation allowance          |   | (405,400 | ) |   | (867,000 | ) |   | (1,227,000 | )
| | Future tax asset recognized        | $ | -        |   | $ | -        |   | $ | -          |  



As at March 31, 2009, the Company has incurred non-capital losses available for carry forward totalling $1,425,506, which expire from 2013 to 2029 as follows:



| |      |   |          
| | ---- | - | ---------
| | 2013 | $ | 382,000  
| | 2014 |   | 395,000  
| | 2025 |   | 163,000  
| | 2026 |   | 16,000   
| | 2028 |   | 244,000  
| | 2029 |   | 225,506  
| |      | $ | 1,425,506



A valuation allowance has been used to offset the net benefit related to the future tax assets as a result of the uncertainty associated with the ultimate realization of these tax assets before expiry.





---





PACIFIC HARBOUR CAPITAL LTD.

Management Discussion and Analysis

YEAR END REPORT  March 31, 2009



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, 2009. 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 10, 2009



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 based in Vancouver, British Columbia, Canada and is in the business of providing administrative services and rent to public companies. It is also actively searching for other business opportunities.

During fiscal 2009, the Company did not invest or dispose of any marketable securities or investment. As of March 31, 2009, the Company continued to hold marketable securities of $10,198 at fair market value and $100,056 investments at cost.

For fiscal 2009, the Company reported a net loss of $261,112 or $0.04 loss per share and with accumulated deficit of $7,465,755 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, 2009, the Company had cash and cash equivalents of $454,974 and working capital of $461,233. The Company has no long-term debt.



1.3

Results of Operations For the Fourth Quarter and Year Ended March 31, 2009 and March 31, 2008

Revenue

Total revenue for three months and twelve months ended March 31, 2009 was $4,000 and $39,970, respectively, as compared to $12,000 and $48,000, respectively, for the same periods in 2008. Revenue consisted of administrative services and rent recovered from several companies. Effective in January 2009, administrative services were terminated resulting in reduced revenue for the three months period and twelve months ended March 31, 2009.

General and Administrative Expenses

General and administrative expenses for the three months and twelve months ended March 31, 2009 were $83,637 and $307,576, respectively, as compared to $178,717 and $480,505, respectively, for the same periods in 2008. The decrease in general and administrative expenses in the current quarter and year resulted primarily from stock-based compensation totalling $151,254 in fiscal 2008, which was not repeated in the current fiscal year. Excluding the stock-based compensation, general and administrative expenses decreased by $21,675 for the year.



---



Fluctuation in general and administrative expenses for fiscal 2009 is as follows:



·

Audit expense $16,699 (2008-$13,005) increased slightly in 2009 due to increased requirement for audit services.



·

Corporate accounting $28,082 (2008-$27,355) increased slightly in 2009 due to increased services in connection with internal control over financial reporting requirements.



·

Wages $74,805 (2008- $81,555) decreased in 2009 as a result of reduction in staff in 2009.



·

Legal expenses $2,791 (2008-$16,486) decreased as a result of legal services in connection with corporate share capital in 2008 which was not repeated in the current fiscal year.



Other Items

Investment income

The Company recorded interest income of $13,254 in fiscal 2009 as compared to $30,890 in fiscal 2008. The reduction in interest income was due to lower cash and cash equivalents balance in the year.

Loss on write-down of marketable securities

The unfavourable market condition increased loss in write-down of marketable securities in fiscal 2009 from $20,843 in fiscal 2008 to $35,606 in fiscal 2009.



Net Loss

For the three months and twelve months ended March 31, 2009, the Company reported net loss of $49,532 and $261,112, respectively or $0.01 loss for the fourth quarter and $0.04 loss per share for the year ended March 31, 2009 as compared to net loss of $180,345 and $423,853, respectively, or $0.02 and $0.06 loss per share, respectively, for the same periods last year.



1.4 Transactions with Related Parties

In fiscal 2009, the Company paid $24,000 (2008: $24,000) in management fees to Equation Capital Ltd., a company controlled by Mr. Thomas Pressello, a director and officer of the Company. The management fees were paid in connection with services provided by Mr. Pressello in overseeing  the day-to-day operations of the Company.

The Company also received $39,970 (2008: $48,000) in fees from a related company, Sandstone Ventures Corporation, a company controlled by Mr. Thomas Pressello, a director and officer of the Company. These fees were paid to the Company for shared office facilities and administrative and accounting staffing costs.

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





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1.5 Selected Annual Information

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



|                                                                          |   |          |   |   |          |   |   |           | 
|------------------------------------------------------------------------- | - | -------- | - | - | -------- | - | - | --------- | 
|                                                                          |   | March31, |   |   | March31, |   |   | March31,  | 
|                                                                          |   | 2009     |   |   | 2008     |   |   | 2007      | 
|Totalrevenues                                                             | $ | 39,970   |   | $ | 48,000   |   | $ | 48,741    | 
|Income(Loss)beforediscontinuedoperationsandextraordinaryitems             | $ | (261,112 | ) |   | (423,853 | ) | $ | 334,647   | 
|Income(Loss)persharebeforediscontinuedoperationsandextraordinaryitems     | $ | (0.04    | ) | $ | (0.06    | ) | $ | 0.05      | 
|Fullydilutedlosspersharebeforediscontinuedoperationsandextraordinaryitems | $ | (0.04    | ) | $ | (0.06    | ) | $ | 0.04      | 
|NetIncome(Loss)                                                           | $ | (261,112 | ) | $ | (423,853 | ) | $ | 334,647   | 
|Income(Loss)pershare                                                      | $ | (0.04    | ) | $ | (0.06    | ) |   | 0.05      | 
|FullydilutedIncome(loss)pershare                                          | $ | (0.04    | ) | $ | (0.06    | ) |   | 0.04      | 
|Totalassets                                                               |   | 598,867  |   | $ | 884,505  |   | $ | 1,156,569 | 
|Totallongtermdebt                                                         | $ | 0        |   | $ | 0        |   | $ | 0         | 
|Cashdividend                                                              | $ | Nil      |   | $ | Nil      |   | $ | Nil       | 

The Company recorded a loss of $261,112 for the year ended March 31, 2009 compared to a loss of $423,853 from the comparative year in 2008. The decrease in the loss from the comparative year was due mainly to a significant decrease in stock-based compensation expense (2009-$nil, 2008-$151,254). Excluding stock-based compensation, operating expenses were comparable for fiscal 2009 and fiscal 2008.

The Company recorded a loss of $423,853 for the year ended March 31, 2008 compared to an income of $323,264 during the comparative year ended March 31, 2007. The increase in income in fiscal 2007 was primarily due to the following reasons: 1) The Company generated a gain on sale of land of $397,235 which was not repeated in fiscal 2008. 2) The Company reported a gain on sale of marketable securities of $103,806 and $nil in fiscal 2008. 3) The Company reported a gain on settlement of debts in fiscal 2007 of $85,703 and $nil in fiscal 2008. Operating expenses were comparable for fiscal 2008 and 2007 after excluding stock-based compensation expense (2008-$151,254, 2007-$nil).

1.6 Summary of Quarterly Information



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



|                     |                        |                        |                       |                       |                        |                        |                       |                       
|-------------------- | ---------------------- | ---------------------- | --------------------- | --------------------- | ---------------------- | ---------------------- | --------------------- | ----------------------
|                     | Q1
      June 30, 2007 | Q2
      Sept 30, 2007 | Q3
      Dec 31, 2007 | Q4
      Mar 31, 2008 | Q1
      June 30, 2008 | Q2
      Sept 30, 2008 | Q3
      Dec 31, 2008 | Q4
      Mar. 31, 2009
|Total
      Revenues | $20,839                | $20,540                | $19,797               | $17,714               | $12,000                | $12,000                | $11,980               | $3,990                





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Income or loss before discontinued operations and extraordinary items:



|                                    |                        |                        |                       |                       |                        |                        |                       |                       
|----------------------------------- | ---------------------- | ---------------------- | --------------------- | --------------------- | ---------------------- | ---------------------- | --------------------- | ----------------------
|                                    | Q1
      June 30, 2007 | Q2
      Sept 30, 2007 | Q3
      Dec 31, 2007 | Q4
      Mar 31, 2008 | Q1
      June 30, 2008 | Q2
      Sept 30, 2008 | Q3
      Dec 31, 2008 | Q4
      Mar. 31, 2009
|Total                               | $(108,050)             | $(70,123)              | $(53,952)             | $(191,728)            | $(54,824)              | $(92,114)              | $(64,641)             | $(49,533)             
|Per Share                           | $(0.01)                | $(0.01)                | $(0.01)               | $(0.02)               | $(0.01)                | $(0.01)                | $(0.01)               | $(0.01)               
|Per Share
      Fully
      Diluted | $(0.01)                | $(0.01)                | $(0.01)               | $(0.02)               | $(0.01)                | $(0.01)                | $(0.01)               | $(0.01)               







Net income or loss:

|                                    |            |           |           |            |           |           |           |          
|----------------------------------- | ---------- | --------- | --------- | ---------- | --------- | --------- | --------- | ---------
|Total                               | $(108,050) | $(70,123) | $(53,952) | $(191,728) | $(54,824) | $(92,114) | $(64,641) | $(49,533)
|Per Share                           | $(0.01)    | $(0.01)   | $(0.01)   | $(0.02)    | $(0.01)   | $(0.01)   | $(0.01)   | $(0.01)  
|Per Share
      Fully
      Diluted | $(0.01)    | $(0.01)   | $(0.01)   | $(0.02)    | $(0.01)   | $(0.01)   | $(0.01)   | $(0.01)  



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:

For the first quarter ended June 30, 2007, net loss of $108,050 consisted of stock-based compensation of $76,772 and net general and administrative expenses of $31,278.

During the fourth quarter ended March 31, 2008, net loss of $191,728 was the result of unrealised loss on write-down of investment and revenue adjustment of $23,615, stock-based compensation of $74,482 and net general and administrative expenses of $93,631



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1.7 Liquidity and Capital Resources

Working capital decreased by $257,617 from $718,850 as of March 31, 2008 to $461,233 as at March 31, 2009. The decrease was primarily attributable to operating loss for the year.

For the year ended March 31, 2009, cash used in operating activities was $244,684 from operations as compared to $258,170 from 2008 operating activities. From an operating standpoint, the Company continues to finance its operations from proceeds generated from sale of marketable securities and investments to remedy operating deficiency. The Company has no plans for any material capital expenditures in the coming year. Continued operations of the Company are dependent on the Companys ability to complete additional equity financings or generate profitable operations in the future. There is no assurance that the Company will be successful in achieving these objectives.

The Company did not engage in any financing activities in fiscal 2009 and fiscal 2008.

In fiscal 2009, the Company invested $856 (2008-$549) in equipment resulting in cash outflow of $856 from investing activities.

The Company generated negative net cash outflow of $245,540 for the year. Depending on future growth and investment activities, the Company may obtain equity or debt financing to support acquisition or investment activities.



1.8 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.



1.9 Contractual Obligations  and Commitments



On March 31, 2009, 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.



1.10 Financial instruments and Risk Factors



The principal financial instruments used by the Company are as follows:

·

Cash and cash equivalents

·

Marketable securities

·

Investments

·

Trade accounts payable and accrued liabilities



The Company has exposure to liquidity risk and market risk as a result of its use of financial instruments.



Liquidity Risk



Liquidity risk is the risk that the Company will have sufficient cash resources to meet its financial obligations as they come due. The Companys policy is to ensure that it will have sufficient cash to meet its liabilities when they become due. To achieve this objective, the



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Company seeks to maintain positive working capital at all times and maintain a current ratio of at least 3:1.



The Company generates cash flow primarily from its financing activities and proceeds from the disposition of its investments. The Company anticipates that it will have adequate liquid resources to meet its obligations under reasonably expected circumstances for the next 12 months.

Market Risk



Market risk is the risk that the fair market value of the Companys financial instruments will significantly fluctuate due to changes in market prices. The value of the financial instruments can be affected by changes in interest rates, foreign exchange rates and equity and commodity prices. The Company is exposed to market risk in trading its marketable securities and investments. The Company manages market risk by investing in diverse industries and issuers. The Company also has set thresholds on purchases of investments.



The Company invests surplus cash in fixed rate term deposit. It is the Companys policy to reduce interest rate risk over future cash flows through the use of fixed rate instruments. The Company estimates that for each 1% decline in the interest rate earned on its cash holdings, interest income will decline by approximately $4,500 per annum.



Although the Company has one marketable security denominated in US dollars, the Companys operations are not significantly exposed to foreign exchange fluctuations.



1.11 International Financial Reporting Standards (IFRS)



In February 2008, the CICA Accounting Standards Board (AcSB) confirmed the changeover from Canadian Generally Accepted Accounting Principles (GAAP) to International Financial Reporting Standard (IFRS) for publicly accountable enterprises for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition from current Canadian GAAP to IFRS for fiscal year beginning April 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended March 31, 2011. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.



1.12 Disclosure Controls and Procedures and Internal Controls over Financial Reporting



As the Company is classified as a Venture Issuer, it is required to file basic Chief Executive Officer and Chief Financial Officer Certificates. The Company makes no assessment relating to the establishment and maintenance of disclosure controls and procedures as defined under Multilateral Instrument 52-109.



Management has exercise care and diligence to ensure that there are appropriate information systems and controls in place to ensure that the financial reporting is complete and reliable. Due to the small size of the Company, management tries to perform frequent and periodic reviews of all activities in order to mitigate the lack of segregation of duties that is a common risk factor for small venture issuers.



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1.13

Newly Adopted Accounting Policies



Effective April 1, 2008, the Company adopted CICA Handbook Section 3862,"Financial Instruments-Disclosure", Section 3863, "Financial Instruments-Presentation". These standards replace the current standard Section 3861 and place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how to manage the risks arising from financial instruments. Section 3862 requires disclosure of additional detail by financial assets and liability categories. Section 3863 establishes standards for presentation of financial instruments and non-financial derivatives. (Please refer to Note 10)



Effective April 1, 2008, the Company adopted CICA Handbook Section 1400, General Standards of Financial Statements. This section requires management to make an assessment of the Companys ability to continue as a going concern, and to disclose of any material uncertainties related to events or conditions that may cast significant doubt upon the entitys ability to continue as a going concern. When the financial statements are not prepared on a going concern basis, that fact should be disclosed together with the basis why the Company is not considered a going concern. (Please refer to Note 1)



Effective April 1, 2008, the Company adopted CICA Handbook Section 1535, Capital Disclosures. This section establishes standards for disclosing information about any entitys objectives, policies, and processes for managing capital.





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, 2009



1.15 Forward Looking Statements



Certain statements contained in this MD&A constitute forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance of the Company to be materially different from any future results, performance expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.



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