---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 20-F

(Mark One)

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

OR

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

September 30, 2008

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_______________________

Commission file number 000-29862

Forum National Investments Ltd.(Exact name of registrant as specified in this charter)

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

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

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

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

1

---

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

Common Shares Without Par Value(Title of
Class)

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

None(Title of Class)

Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report. 28,463,983

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

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

Indicate by check mark whether the registrant (1) has filed all
  reports required to be filed by Section 13 or 15(d) of the Securities Exchange
  Act of 1934 during the preceding 12 months (or for such shorter period that
  the registrant was required to file such reports), and (2) has been subject
  to such filing requirements for the past 90 days.
  Yes XNo ___

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

|Large accelerated filer ___ | Accelerated filer ___ | Non-accelerated filer X
|--------------------------- | --------------------- | -----------------------

Indicate by check mark which basis of accounting used to prepare the financial statements included in this filing:

|US GAAP ___ | International Financial Reporting 
    Standards 
    as issued by the International 
    Accounting
    Standards Board ___ | Other  X
|----------- | ---------------------------------------------------------------------------------------------------------------------------- | --------

If “Other” has been checked in response to the previous questions, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 XItem 18 ___

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

2

---

FORUM NATIONAL INVESTMENTS LTD.

TABLE OF CONTENTS

|GENERAL                                                             | 5 
|------------------------------------------------------------------- | --
|NOTE REGARDING FORWARD-LOOKING
      STATEMENTS                     | 5 
|PART I                                                              | 6 
|ITEM I. IDENTITY OF DIRECTORS,
      SENIOR MANAGEMENT AND ADVISORS | 6 
|ITEM
      II. OFFER STATISTICS AND EXPECTED TIMETABLE              | 6 
|ITEM III. KEY INFORMATION                                           | 6 
|A)
     SELECTED FINANCIAL DATA                                     | 6 
|B)
      CAPITALIZATION AND INDEBTEDNESS                            | 7 
|C)
      REASONS FOR THE OFFER AND USE OF PROCEEDS                  | 7 
|D) RISK FACTORS                                                     | 8 
|ITEM
      IV. INFORMATION ON THE COMPANY                           | 13
|A)
      HISTORY AND DEVELOPMENT OF THE COMPANY                     | 13
|B)
      BUSINESS OVERVIEW                                          | 15
|C) ORGANIZATIONAL STRUCTURE                                         | 20
|ITEM
      V. OPERATING AND FINANCIAL REVIEW AND PROSPECTS          | 22
|A) OPERATING RESULTS                                                | 22
|B)
      LIQUIDITY AND CAPITAL RESOURCES                            | 25
|C)
      RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC        | 27
|D)
      TREND INFORMATION                                          | 27
|E) OFF-BALANCE SHEET ARRANGEMENTS                                   | 29
|F)
      TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS              | 29
|G)
      SAFE HARBOR                                                | 29
|ITEM
      VI. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES           | 29
|A)
      DIRECTORS AND SENIOR MANAGEMENT                            | 29
|B)
      COMPENSATION                                               | 31
|C) BOARD PRACTICES                                                  | 31
|D) EMPLOYEES                                                        | 32
|E)
      SHARE OWNERSHIP OF MANAGEMENT                              | 32
|ITEM VII. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS         | 34
|A)
      MAJOR SHAREHOLDERS                                         | 34
|B)
      RELATED PARTY TRANSACTIONS                                 | 35
|ITEM VIII. FINANCIAL
      INFORMATION                              | 37
|A)
      CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION    | 37
|B) SIGNIFICANT CHANGES                                              | 37
|ITEM
      IX. THE OFFER AND LISTING                                | 38
|A)
      PRICE RANGE AND VOLUME OF SHARES OF COMMON STOCK           | 38
|B)
      PLAN OF DISTRIBUTION                                       | 39
|C) MARKETS                                                          | 39
|D) SELLING SHAREHOLDERS                                             | 39
|E) DILUTION                                                         | 39
|F)
      EXPENSES OF THE ISSUE                                      | 39
|ITEM X. ADDITIONAL INFORMATION                                      | 39
|A)
      SHARE CAPITAL                                              | 39

3

---

|B)
      MEMORANDUM AND ARTICLES OF INCORPORATION                                            | 39
|-------------------------------------------------------------------------------------------- | --
|C) MATERIAL CONTRACTS                                                                        | 41
|D) EXCHANGE CONTROLS                                                                         | 42
|E) TAXATION                                                                                  | 43
|F)
      DIVIDENDS AND PAYING AGENTS                                                         | 49
|G)
      STATEMENTS BY EXPERTS                                                               | 49
|H)
      DOCUMENTS ON DISPLAY                                                                | 50
|I) SUBSIDIARY INFORMATION                                                                    | 50
|ITEM
      XI. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                    | 50
|ITEM XII. DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 51
|PART II                                                                                      | 51
|ITEM XIII. DEFAULTS,
      DIVIDENDS, ARREARS AND DELINQUENCIES                              | 51
|ITEM XIV. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
      HOLDERS AND USE OF PROCEEDS | 51
|ITEM XV. CONTROLS AND
      PROCEDURES                                                       | 52
|ITEM
      XVI.AUDIT COMMITTEE FINANCIAL EXPERT                                              | 54
|PART III                                                                                     | 56
|ITEM
      XVII. FINANCIAL STATEMENTS                                                        | 56
|ITEM XVIII. FINANCIAL
      STATEMENTS                                                       | 56
|ITEM
      XIX. EXHIBITS                                                                     | 56
|INDEX TO FINANCIAL STATEMENTS                                                                | 59

4

---

GENERAL

In this Annual Report on Form 20-F, all references to Forum,
or the Company refer to Forum National Investments, Ltd. and its subsidiaries
and affiliated companies. References to this Form 20-F and this Annual
Report mean references to this Annual Report on Form 20-F for the period ended
September 30, 2008.

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

NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

5

---

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

PART I

ITEM I. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISORS

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

ITEM II. OFFER STATISTICS AND EXPECTED TIMETABLE

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

ITEM III. KEY INFORMATION

A) SELECTED FINANCIAL DATA

Set forth below is certain selected financial data for the
Company for the year-end fiscal periods 2004 to 2008. The following information
must be read in conjunction with the more detailed financial information
contained in the accompanying audited financial statement. Unless otherwise
stated, all references to dollars herein are to Canadian dollars. As at
September 30, 2008, one United States Dollar was equal to 1.0599 Canadian
dollars and that value is used in the calculations herein, unless otherwise
indicated.

TABLE OF SELECTED CONSOLIDATED FINANCIAL DATA

(Stated in Canadian Dollars)

|                                      |   |              |   |   | Year Ended December 31 |   |   |             |  
|------------------------------------- | - | ------------ | - | - | ---------------------- | - | - | ----------- | -
|                                      |   |              |   |   |                        |   |   |             |  
|                                      |   | Sep 30, 2008 |   |   | Sep 30, 2007*          |   |   | 2006        |  
|Current Assets                        | $ | 6,373,942    |   | $ | 9,264,232              |   | $ | 1,465,160   |  
|Capital Assets                        |   | 12,047,502   |   |   | 9,100,127              |   |   | 7,276,372   |  
|Total Assets                          |   | 26,203,459   |   |   | 20,035,886             |   |   | 10,101,818  |  
|Current Liabilities,                  |   | 3,240,797    |   |   | 1,056,039              |   |   | 1,114,683   |  
|Excluding Deferred                    |   |              |   |   |                        |   |   |             |  
|Revenue                               |   |              |   |   |                        |   |   |             |  
|Deferred Revenue                      |   | 3,492,166    |   |   | 2,065,573              |   |   | 2,155,441   |  
|Convertible Debentures                |   | 40,486       |   |   | 40,486                 |   |   | 40,486      |  
|Long Term Debt                        |   | 4,211,715    |   |   | 3,988,031              |   |   | 4,029,516   |  
|Share Capital                         |   | 24,224,793   |   |   | 24,194,793             |   |   | 14,802,797  |  
|Contributed surplus                   |   | 2,944,537    |   |   | 2,944,536              |   |   | -           |  
|Deficit                               |   | (11,910,648  | ) |   | (14,213,086            | ) |   | (12,000,619 | )
|Net Revenue from Operations           | $ | 9,417,264    |   | $ | 2,572,638              |   | $ | 3,984551    |  
|Net Income (Loss) from **Operations** |   | 2,302,438    |   |   | (2,212,467             | ) |   | 875,355     |  

6

---

|                        |      |  |              |  |  | Year Ended December 31 |   |  |           | 
|----------------------- | ---- |  | ------------ |  |  | ---------------------- | - |  | --------- | 
|                        |      |  | Sep 30, 2008 |  |  | Sep 30, 2007*          |   |  | 2006      | 
|Earnings (Loss) per     | (1 ) |  | 0.08         |  |  | (0.20                  | ) |  | 0.17      | 
|Share from Operations   |      |  |              |  |  |                        |   |  |           | 
|Fully Diluted Earnings  | (1 ) |  | 0.03         |  |  | (0.20                  | ) |  | 0.17      | 
|per Share               |      |  |              |  |  |                        |   |  |           | 
|Weighted Average        | (1 ) |  | 28,447,808   |  |  | 11,140,573             |   |  | 5,098,086 | 
|number of shares for    |      |  |              |  |  |                        |   |  |           | 
|calculating basic and   |      |  |              |  |  |                        |   |  |           | 
|diluted Earnings (Loss) |      |  | 90,435,932   |  |  | 11,140,573             |   |  | 5,098,086 | 
|per share               |      |  |              |  |  |                        |   |  |           | 

Notes:

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

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

On March 30, 2009, the exchange rate for Canadian dollars was
$1.00 (US) for $1.2590 (CAD), as posted by the Bank of Canada.

The high and low buying rate figures are selected from monthly
figures for each month of the previous six-month period ending February 28,
2009. Daily average figures are not available from any major Canadian chartered
bank.

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

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

|           |  | 2008   |  |  | 2007   |  |  | 2006   |  |  | 2005   |  |  | 2004   | 
|---------- |  | ------ |  |  | ------ |  |  | ------ |  |  | ------ |  |  | ------ | 
|Period End |  | 1.2246 |  |  | 1.0905 |  |  | 1.1653 |  |  | 1.1659 |  |  | 1.2036 | 
|Average    |  | 1.0660 |  |  | 1.0747 |  |  | 1.1340 |  |  | 1.2116 |  |  | 1.3015 | 
|High       |  | 1.2969 |  |  | 1.0905 |  |  | 1.0990 |  |  | 1.1507 |  |  | 1.1774 | 
|Low        |  | 0.9719 |  |  | 0.9215 |  |  | 1.1726 |  |  | 1.2704 |  |  | 1.3968 | 

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

B) CAPITALIZATION AND INDEBTEDNESS

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

C) REASONS FOR THE OFFER AND USE OF PROCEEDS

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

7

---

D) RISK FACTORS

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

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

On September 30, 2008 the Canadian governments no call
registry went into effect. The new law allows consumers who do not wish to be
solicited and receive telemarketing calls to register on the federal
governments nationwide list. The no call list is receiving millions of
registrants. A similar law was enacted in the United States on October 1,
2003.

In the 1990s with the growth of the Life Settlement industry
various states introduced legislation. The state legislative actions were
designed to introduce consumer protection type regulations for policy holders
and purchasers while the federal government with the Securities and Exchange
Commission seeks to regulate the market for the protection of a purchaser. There
currently exists government regulation in approximately one half of the states
to ensure fair practices and protect consumers particularly from fraud, large
incommensurate middleman commissions and transaction costs. A number of the
larger states Texas, California and New York currently have proposals at various
levels of the legislative process. It is anticipated within the next 5 years
that all states will have some form of regulation governing commerce in the Life
Settlement industry.

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

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

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

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

The Life Settlement secondary market provides consumers with an
alternative to the cash surrender value offered by their underwriting insurance
company and facilitates consumer choice and competition. Legitimate Life
Settlement companies provide a socially responsible service to seniors whose
future welfare is an important social policy issue at all levels of society and
government.

There can be no assurance that unforeseen developments or
introduction of legislation, laws, and other factors in Consumer, Securities or
Insurance regulations at Federal or State level will not alter the Companys
ability to achieve it growth targets for marketing and selling Travel Club
programs or entering and operating in the Life Settlement market.

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

As of September 30, 2008 the Company had a working capital surplus of $2,045,142. The Company continues to successfully operate within the continually
evolving and volatile travel industry. The Company believes it will generate
sufficient operating capital through operations. There can be no assurances the
Company will be able to generate sufficient investment from borrowing, the sale
of equity, or a combination thereof to rapidly grow its life Settlement
division. If additional financing is required, there is no certainty it will be
available when and to the extent required or that if available, it will be on
acceptable terms. If adequate funds are not available on acceptable terms, the
Company may not be able to rapidly grow its business expansion. This could have
a material adverse effect on the Company's planned growth.

8

---

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

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

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

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

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

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

There can be no assurance that the continual fluctuations in
  price will not occur. In particular, subsequent to the financial period ended
  September 30, 2008, the price per share of the Companys common shares
  fluctuated (US dollar figures) from a low of $0.75 to a high of $4.50 and a
  current level of $1.10.

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

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

On June 27, 2007 the record date, as part of a restructuring
the Company issued 13,933,983 Series A Preferred Non-Dilutive shares to all
the existing registered and beneficial common shareholders on a one (1) for one
(1) PRO RATA basis. The Series A Preferred Non-Dilutive shares are
convertible, as a Series into common shares of the Company provided a majority
of the Series A Preferred shareholders vote in

9

---

favor of converting the entire Series. The Series will convert
  into a number of common shares that will represent 100% of the number of fully
  diluted common shares after conversion.

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

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

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

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

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

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

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

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

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

The Company's historical core growth depends, in significant
part, upon the continuing sales and marketing of its Travel Club products. If
the Company is unable to secure an Operator, is unable to contract a Licensee,
or implement other non traditional marketing efforts, its ability to effectively
grow and expand its business could be impaired. In addition to securing an
Operator or contracting a Licensee, the Companys traditional growth has been
dependent upon the success of these entities operations.

We continue to develop our network of financial planning
professional, insurance brokers, and Life

10

---

Settlement provider companies. Our ability to initiate, build
and grow these relationships is dependent on many factors including the purchase
volume and amount of commissions received from transactions with the Company.
The relationship with these individuals is fundamental to operating in this
market. We have no contractual arrangements with financial planners, insurance
brokers or Life Settlement providers. The Company believes that its future
success will depend in large part upon its ability to attract and retain
qualified personnel, Licensees or operators, and brokers or Life Settlement
providers for its operations. The failure to continue to attract or retain such
persons or entities could materially adversely affect the Company's business,
financial condition and results of operations.

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

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

The Life Settlement market is a relatively new market within
the financial services sector. Its continued growth and precise direction is
unclear. Though the Company has been successful in Life Settlement industry to
date the Companys successful growth in the Life Settlement market may be slowed
for various reasons this includes:

- The ability of the Company to compete with other Life Settlement companies;
- The ability of the Company to locate sufficient policy flow;
- The ability of the Company to successfully negotiate and close Life
  Settlement transactions;
- The Companys ability to raise sufficient ongoing funding to rapidly grow
  the business;
- Introduction of financially burdensome governmental regulation;

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

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

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

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

It is impossible to predict with accuracy of an insureds exact
life expectancy. An underestimation will result in lower returns than projected.
An underestimation also increases the amount of capital necessary to be reserved
for premium payments. Similarly an overestimation will result in higher returns
and lower premium

11

---

reserves.

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

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

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

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

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

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

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

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

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

12

---

ITEM IV. INFORMATION ON THE COMPANY

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

A) HISTORY AND DEVELOPMENT OF THE COMPANY

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

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

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

In January of 2006 the Company acquired the members of an
upstart Ontario Travel Club called Embassy Vacation Club. The members were
offered to have their members serviced by the Companys travel service provider
Intravelnet Ltd and 110 of Embassy Vacation Club members agreed to our terms. In
the first quarter of 2006, the Company signed a Commission Agreement with
2094711 Ontario Limited to secure an office location to market Travel Club
memberships in the greater Toronto, Ontario area. The new office location in
Pickering, Ontario commenced operations In October 2006. In early 2008 the
licensee terminated their marketing operations citing the downturn in the
economic climate.

In January of 2007, the Company acquired all the outstanding
shares of Price Shield Systems Inc., a Washington State Corporation. Price
Shields Systems Inc., sole business is a contract which facilitates the ongoing
supply of resort and Condominium inventory which is marketed to the travel club
membership. The Company has subsequently secured the condominium relationships
directly and no longer requires or uses Price Shield Systems Inc., in any
capacity. Price Shield Systems Inc is in the process of been wound down at this
time.

In the first quarter of 2007 the Company entered into a
servicing agreement with an Ontario and BC registered travel wholesaler to
assist in servicing the Snowbird Vacations Travel Club membership. The
operators industry knowledge and experience in the wholesale travel market
combined with their centralized call center and on-line presence have been
valuable in assisting the continued serving and growth of the Travel Club
membership. This servicing agreement has expanded to include the servicing of
the recently acquired Family Vacation Centers members.

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

On October 16, 2007, the Company purchased the notes receivable and vacation club memberships of Family Vacation Centers from an Ontario based Company for consideration of $3,052,866 in cash and stock. The Company marketed the Family Vacation Centers membership from its Burlington Ontario location until July 4, 2008 at which time a decision was made to cease marketing and sales operations from its Burlington Ontario office

13

---

citing the downturn in the economic climate.

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

The Company has completed the rebuild on its 120 feet motor
vessel MV Spirit of Two Thousand and Ten. The Company had established an initial
construction credit facility with Caterpillar Financial Services for up to $3
million USD which had provided funding for the project. The Company subsequently
had the credit facility increased to $4.3 million USD in spring of 2007. The
construction loan has been converted to a 5 year permanent loan facility of $5
million USD at a rate of 7% with an 18 year amortization. The Company spent
$1,881,433 in fiscal year ending September 30, 2007, $2,949,292 in fiscal year
ending September 30, 2008 and another $924,038 to March 30, 2009. A survey
completed in January of 2009 by Chris Small Marine Surveyors Ltd a member of
N.A.M.S., a registered Marine Surveyor indicated the Motor Vessel had an
appraised estimated market value of $12 Million.

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

On December 31, 2006, the Company completed the purchase of
International Fitness Vacations (BC) Ltd. (Fitness Vacations), by obtaining
100% of the outstanding shares held by an officer and director of the Company
for consideration (see VII(b) Related Party Transactions). The wholly-owned
subsidiary is involved solely in the marketing of gym memberships at this time.
The unique product offering of the two services combined has yet to be
implemented.

In 2005, Forum began to investigate the business opportunities
in the secondary Life Insurance market also known as Life Settlements.
The Company is entering into the business of purchasing life insurance policies
from consumers actively interested in selling their policies. Forum has invested
in the purchasing of Life Insurance policies issued in the Unites States sold by
the policy holders with life expectancies of 6 to 15 years. The Company then
becomes the irrevocable beneficiary of these policies.

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

Since the Company began to research the Life Settlement
industry it has completed a substantial amount of due-diligence and invested
capital to create large channels of Life Settlement policy flow. The Company
is currently sourcing Life Settlement policies through Business to Business
(B2B) Channels and anticipates launching a Business to Consumer (B2C) model.

The Company uses an industry standard Milliman Report
(consultants for the health care insurance industry) along with recent purchases
and sales of similar life insurance policies, financial standing of the insurer,
changes in general economic conditions, standard, actuarially developed
mortality tables and industry life expectancy reports to determine an acceptable
purchase price. In fiscal 2008, the Company entered the Life Settlement industry
with the initial purchase of $30,930 Million USD face value of Life Insurance
policies. The Company paid $1,548,070 which was funded by the recent Private
Placements completed by the Company in July of 2007. In the third quarter of
2008 the first $5 Million USD of

14

---

approximately $31 Million USD matured.

Additionally the Company acquired a 25% interest in a mixed use
development property in Needles California for US$1,000,000. The 22 acre
property with 850 feet of waterfront on the Colorado River has a marina with a
20,000 square foot storage facility for marine based activity. As the property
is developed to various stages differing options to include condo / townhomes
for either full ownership, fractional ownership of timeshare intervals will be
explored. The Canadian travel club membership would be offered a product in a
southern United States location that has an extended season of favorable weather
conditions. This purchase has been classified on our balance sheet as an
investment in non-current assets. During Fiscal year 2008, the Company wrote
down the value of its investment by US$250,000 to more accurately reflect the
value of falling real estate values in the southern United States. Subsequent to
fiscal year end 2008 the Company wrote down the value of the investment to zero.
Given the present and foreseeable economic climate, the Company has abandoned
the project. The project is controlled and/or operated by a director of the
Company (see VII(b) Related Party Transactions).

To expand beyond is present financial capabilities in the Life
Settlement market and other business ventures, additional financing will be
sought. There can be no assurances the Company will be able to generate
sufficient investment from borrowing, the sale of equity, or a combination
thereof to rapidly grow its life Settlement division. If additional financing is
required, there is no certainty it will be available when and to the extent
required or that if available, it will be on acceptable terms. If adequate funds
are not available on acceptable terms, the Company may not be able to grow and
expand its business at an accelerated rate. This could have a material adverse
effect on the Company's planned growth. This and other risks related to
operating in the Life Settlement industry could have a material adverse effect
on the Company's operations and planned growth. (See Item 3 Risk factors, The
Company May Require Additional Capital).

B) BUSINESS OVERVIEW

The Company has three lines of business at this time:

- The Company owns and operates travel clubs under the name of Snowbird
  Vacationsand Family Vacations Centers.In addition to
  accessing a full service travel agency and other travel benefits, travel club
  members are entitled to rent vacation ownership rentals from a broad variety
  of participating resorts at wholesale rates.
- The company owns a passenger carrying yacht the 120 MV Spirit of 2010.
  The vessel is for charter cruises to the Pacific Northwest, Alaska and Baja
  Mexico in addition to day cruises from its home port in Vancouver, B.C.
  Charters will be available to the general public in addition to the existing
  travel club membership.
- The Company has entered the Life Settlement market. A life settlement is
  the purchase of an existing life insurance policy by a third party. The third
  party then continues to make the premiums payments until the policy has
  matured and at that time receives the benefits. The Company sees this new
  market as a high growth opportunity in which to participate through its
  recently created American Life Settlement Society.

Real risks exist in operating a Travel Club and Life Settlement
business. These risks may have a material adverse effect on the Company's Travel
club and expansion in the Life Settlement marketplace. (See Item 3 Risk factors,
The Markets in Which the Company Competes is Highly Competitive. If the Company
Cannot Successfully Compete, its Growth Rate May Stagnate or Revenues May
Decline).

Travel Club

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

15

---

Information regarding vacation membership:

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

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

For the fiscal period 2008, a total for both travel clubs
(Snowbird Vacations (Snowbirds) and Family Vacations Centers (FVC)) of 1,020
(2007 - 275, 2006 - 202) travel club memberships were sold for a mean average
non-refundable purchase price of $3,196 (2007 - $2,996, 2006 - $3,215).

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

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

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

|                                                             |   | 2008       |   |   | 2007*    |   |   | 2006     |  
|------------------------------------------------------------ | - | ---------- | - | - | -------- | - | - | -------- | -
|                                                             |   |            |   |   |          |   |   |          |  
|Travel Club Memberships entered into for
      the period    | $ | 2,400,019  |   | $ | 739,788  |   | $ | 784,845  |  
|                                                             |   | (297,532   | ) |   | (63,401  | ) |   |          |  
|Amount recognized as revenue during the
      year           |   |            |   |   |          |   |   | (92,706  | )
|                                                             |   |            |   |   |          |   |   |          |  
|Future years revenue to be earned from
      current year    |   |            |   |   |          |   |   |          |  
|Membership agreements                                        |   | 2,102,487  |   |   | 676,387  |   |   | 692,139  |  
|Cash collected during the year related
      to future years |   | (1,687,304 | ) |   |          |   |   |          |  
|revenue                                                      |   |            |   |   | (503,947 | ) |   | (483,773 | )
|Amounts due to be received in subsequent
      years         | $ | 415,183    |   | $ | 172,440  |   | $ | 208,366  |  
|from current period membership agreements                    |   |            |   |   |          |   |   |          |  

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

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

The Company acquired a 25% interest in a mixed use development
property in Needles California for US$1,000,000 in the fiscal year 2008. The 22
acre property with 850 feet of waterfront on the Colorado River has a marina
with a 20,000 square foot storage facility for marine based activity. As the
property is developed to various stages differing options to include condo /
townhomes for either full ownership, fractional ownership of timeshare intervals
will be explored. The Canadian travel club membership would be offered a product
in a southern United States location that has an extended season of favorable
weather conditions. This purchase has been classified on our balance sheet as an
investment in non-current assets. During Fiscal year 2008, the Company wrote
down the value of its investment by

16

---

US$250,000 to more accurately reflect the value of falling real
estate values in the southern United States. Subsequent to fiscal year end the
Company wrote down the value of the investment to zero. Given the present and
foreseeable economic climate, the Company has abandoned the project. The project
is controlled and/or operated by a director of the Company (see VII(b) Related
Party Transactions).

Travel Industry Overview

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

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

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

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

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

The Company continues to seek out those potential acquisitions
or independent marketing agents with know how and financing to market the
Companys Snowbird Vacations or Family Vacations travel club memberships in
Canada and the United States. The goal is to focus on the management and
development of the travel clubs products and services. With the acquisition of
Family Vacation centers there exists very few options for growth through
acquisitions in this country. With a limited growth potential in Canada
investigation of opportunities in the United States is necessary. There can be
no assurances that the Company will be able to attack and retain successful
licensees or operators or source acquisitions. (See Item 3 Risk factors, Ability
to Attract and retain Successful Licensees or Operators).

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

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

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

17

---

Company owned inventory.

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

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

4) Increasing membership based operations in the active
lifestyles market

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

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

Charter Cruises

The Company owns and has recently completed the rebuild on its
$12 Million, 120 foot passenger carrying motor vessel MV Spirit of
Two-Thousand-and-Ten. The vessel is for charter cruises to the Pacific
Northwest, Alaska and Baja Mexico in addition to day and evening dinner cruises
from its home port in Vancouver, B.C. Approximately 40% of the custom yacht
cruise market are full yacht charters by a single entity for a corporate
retreat, corporate awards program and family retreats etc. Charters will be
available to the general public in addition to the existing travel club
membership. The Company is beginning the marketing and promotion to many tourism
based organizations and has a web site www.spirityachtcharters.com to present
the vessel and provide an overview of the yacht offering.

The Company has completed the rebuild on its 120 feet motor
vessel MV Spirit of Two Thousand and Ten. The Company had established an initial
construction credit facility with Caterpillar Financial Services for up to $3
million USD which had provided funding for the project. The Company subsequently
had the credit facility increased to $4.3 million USD in spring of 2007. The
construction loan has been converted to a 5 year permanent loan facility of $5
million USD at a rate of 7% with an 18 year amortization. The Company spent
$1,881,433 in fiscal year ending September 30, 2007, $2,949,292 in fiscal year
ending September 30, 2008 and another $924,038 to March 30, 2009. A survey
completed in January of 2009 by Chris Small Marine Surveyors Ltd a member of
N.A.M.S., a registered Marine Surveyor indicated the Motor Vessel had an
appraised estimated market value of $12 Million

Life Settlements

In 2005, Forum began to investigate the business opportunities
in the secondary Life Insurance market also known as Life Settlements.
The Company has entered into the business of purchasing life insurance policies
from consumers actively interested in selling their policies. Forum has invested
in the purchasing of Life Insurance policies issued in the Unites States sold by
the policy holders with life expectancies of 6 to 15 years. The Company has
becomes the irrevocable beneficiary of these policies.

Although relatively new, the Life Settlement market is the
fastest growing segment of the financial services industry. The life insurance
industry is a double digit trillion dollar industry and the Life Settlement
market is projected to grow significantly within the next few years. The senior
and the baby boomer markets are

18

---

the fastest growing segments of the population, resulting in
billions of dollars in policies rolling into the Life Settlement policy industry
annually.

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

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

The Company uses an industry standard Milliman Report
(consultants for the health care insurance industry) along with recent purchases
and sales of similar life insurance policies, financial standing of the insurer,
changes in general economic conditions, standard, actuarially developed
mortality tables and industry life expectancy reports to determine an acceptable
purchase price. In fiscal 2008, the Company entered the Life Settlement industry
with the initial purchase of $30,930 Million USD face value of Life Insurance
policies. The Company paid $1,548,070 which was funded by the recent Private
Placements completed by the Company in July of 2007. In the third quarter of
2008 the first $5 Million USD of approximately $31 Million USD matured.

Life Settlement Industry Overview

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

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

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

Debt Crisis Many seniors do not adequately save or plan
financially for retirement. USA Today, Jan/07 seniors are becoming the face of
the indebted and the fastest population group seeking bankruptcy, many
are having extreme difficulty paying mortgage, food and medical costs we are
just seeing the tip of the iceberg.

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

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

The Company recognizes that it needs to be innovative and
pioneer new avenues for business

19

---

development. A key to the Companys future development is the
expansion and retention of its existing Travel Club membership base, adding
other Membership based service and or product offerings to specific
demographic groups. Additionally new opportunities have encouraged the Company
to expand and position itself for entry into the Life Settlement market.

Private Placements completed by the Company in July of
2007.

To expand beyond its present financial capabilities in the Life
Settlement market and other business ventures, additional financing will be
required. There can be no assurances the Company will be able to generate
sufficient investment from borrowing, the sale of equity, or a combination
thereof to grow its life Settlement division. If additional financing is
required, there is no certainty it will be available when and to the extent
required or that if available, it will be on acceptable terms. If adequate funds
are not available on acceptable terms, the Company may not be able to rapidly
grow its business expansion. This could have a material adverse effect on the
Company's planned growth. (See Item 3 Risk factors, The Company May Require
Additional Capital).

Government Regulations

On September 30, 2008 the Canadian governments no call
registry went into effect. The new law allows consumers who do not wish to be
solicited and receive telemarketing calls to register on the federal
governments nationwide list. The no call list is receiving millions of
registrants. A similar law was enacted in the United States on October 1,
2003.

In the 1990s with the growth of the Life Settlement industry
various states introduced legislation. The state legislative actions were
designed to introduce consumer protection type regulations for policy holders
and purchasers while the federal government with the Securities and Exchange
Commission seeks to regulate the market for the protection of a purchaser. There
currently exists government regulation in approximately one half of the states
to ensure fair practices and protect consumers particularly from fraud, large
incommensurate middleman commissions and transaction costs. A number of the
larger states Texas, California and New York currently have proposals at various
levels of the legislative process. It is anticipated within the next 5 years
that all states will have some form of regulation governing commerce in the Life
Settlement industry.

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

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

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

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

The Life Settlement secondary market provides consumers with an
alternative to the cash surrender value

20

---

offered by their underwriting insurance company and facilitates
consumer choice and competition. Legitimate Life Settlement companies provide a
socially responsible service to seniors whose future welfare is an important
social policy issue at all levels of society and government.

There can be no assurance that unforeseen developments or
introduction of legislation, laws, and other factors in Consumer, Securities or
Insurance regulations at Federal or State level will not alter the Companys
ability to achieve it growth targets for marketing and selling Travel Club
programs or entering and operating in the Life Settlement market.

C) ORGANIZATIONAL STRUCTURE

As of March 30, 2009, the following is a list of all the
Companys subsidiaries, all of which are wholly owned and over which the Company
holds 100% voting control:

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

Properties

Office Leases

The Company is headquartered at 180A  13040 Number 2 Road,
Richmond British Columbia Canada where it rents 11,881 sq. ft. office space
housing its principal administrative, customer services, its IT department and
International Fitness Vacations. The Company believes that its current
facilities are adequate for its current administrative and health club
operations but may need expansion to accommodate the Spirit Yacht Charters and
Life Settlement operations.

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

Motor Vessels

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

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

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

The Company has completed the rebuild on its 120 feet motor
vessel MV Spirit of Two Thousand and Ten. The Company had established an initial
construction credit facility with Caterpillar Financial Services for up

21

---

to $3 million USD which had provided funding for the project.
The Company subsequently had the credit facility increased to $4.3 million USD
in spring of 2007. The construction loan has been converted to a 5 year
permanent loan facility of $5 million USD at a rate of 7% with an 18 year
amortization. The Company spent $1,881,433 in fiscal year ending September 30,
2007, $2,949,292 in fiscal year ending September 30, 2008 and another $924,038
to March 30, 2009. A survey completed in January of 2009 by Chris Small Marine
Surveyors Ltd a member of N.A.M.S., a registered Marine Surveyor indicated the
Motor Vessel had an appraised estimated market value of $12 Million.

ITEM V. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of the financial condition, changes in
financial condition and results of operations of the Company for the year ended
September 30, 2008 and period ended September 30, 2007 and the year ended
December 31, 2006 and should be read in conjunction with the Consolidated
Financial Statements of the Company for the year ended September 30, 2008 and
the period ended September 30, 2007, and the year ended December 31, 2006.
Except as otherwise indicated, all dollar amounts contained in this discussion
and analysis and the Consolidated Financial Statements are in Canadian dollars.
The financial information presented in the Consolidated Financial Statements was
prepared in accordance with generally accepted accounting principles (GAAP) in
Canada. Note 22 of these Consolidated Financial Statements of the Company set
forth the material differences between Canadian and U.S. GAAP.

A) OPERATING RESULTS

Critical Accounting Policies

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

The detailed accounting policies are listed in Note 2 to the
Financial Statements for the year ended September 30, 2008. Included below is a
discussion of the accounting policies that are affected by the most significant
judgments and estimates used in the preparation of the financial statements, how
such policies are applied and how results differing from the estimates and
assumptions would affect the amounts presented in the financial statements.
Other accounting policies also have a significant effect on our financial
statements, and some of these policies also require the use of estimates and
assumptions.

Revenue Recognition

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

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

22

---

Impairments of Long Lived Assets

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

Accounts Receivable

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

Financial Instruments

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

Held-for-trading

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

Available-for-sale

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

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

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

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

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

23

---



Selected Annual Information

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

|                                 |   |           |  |   | Year End   |   |   |           | 
|-------------------------------- | - | --------- |  | - | ---------- | - | - | --------- | 
|                                 |   | 2008      |  |   | 2007*      |   |   | 2006      | 
|Travel Club Memberships Sold     | $ | 2,400,019 |  | $ | 739,788    |   | $ | 784,845   | 
|                                 |   |           |  |   |            |   |   |           | 
|Amount Recognized as             |   | 297,532   |  |   | 63,401     |   |   | 92,706    | 
|Revenue during the year          |   |           |  |   |            |   |   |           | 
|Membership Dues                  | $ | 2,443,758 |  | $ | 1,050,116  |   | $ | 1,648,637 | 
|# Travel Club Memberships        |   | 1,030     |  |   | 275        |   |   | 202       | 
|Sold                             |   |           |  |   |            |   |   |           | 
|Mean Average Membership          | $ | 3,196     |  | $ | 2,996      |   | $ | 3,215     | 
|Price                            |   |           |  |   |            |   |   |           | 
|Net Income (Loss) for the period | $ | 2,302,438 |  | $ | (2,212,467 | ) |   | 875,355   | 
|Basic Income (Loss) per Share    | $ | 0.08      |  | $ | (0,20      | ) | $ | 0.17      | 
|Diluted Income (Loss) per Share  | $ | 0.03      |  | $ | (0,20      | ) |   | 0.17      | 

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

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

For the year ended September 30, 2008, cash flow used in operations increased $677,345 or  811% to $760,899 due mainly to accrual for revenue from life settlement contracts not yet received and increase of expenses due to acquisition of Family Vacation Centers, compared to cash flows used in operating activities of $83,554 for the nine month period ended September 30, 2007, and cash flows used in operating activities of $82,228 for year ended December 31, 2006.

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

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

A net profit of $2,302,438 was recorded for the year ended September 30, 2008 due to the inclusion of net Life Settlement revenue of $5,700,110 as compared to a net loss of $2,212,467 occurred for the nine month period ended September 30, 2007 due largely as result of the stock-based compensation charges $2,944,536 in cluded in wage expenses, from issuance of stock options during the fiscal period, compared with net income of $875,355 – year ended December 31, 2006. Basic earnings per share were $0.08 for the year ended September 30, 2008 compared to a loss per share of ($0.20) for the nine month period September 30, 2007 ($0.17 – year ended December 31, 2006).

There were 28,463,983 shares issued as of September 30, 2008 and 28,433,983issued as of September 30, 2007 and 4,644,661 at December 31, 2006. In April 2007 the company completed a 3-for-1 forward split increasing the outstanding shares by 9,289,322. On June 29, 2007, the Company completed a private

24

---

placement and issued 11,000,000 common shares of the Company at US $0.50 per share for gross proceeds of $5,773,918 (US $5,500,000). On July 4, 2007, the Company completed a private placement and issued 3,500,000 common shares at US $1.00 per share for gross proceeds of $3,650,396 (US $3,500,000) increasing the issued and outstanding shares from 4,644,661 on December 31, 2006 to 28,433,983 at September 30, 2007.

For the year ended September 30, 2008 expenses increased by 33% or $2,016,154 due mainly as a result of the acquisition of Family Vacation Centers. The largest expense increase was wages and compensation to $ 3,060,503 (2007 - $492,490, 2006 - $1,081,049) from the addition of the operations of Family Vacation Centers during the fiscal period. General and Administration expense increased from $761,610 for the nine month period ended September 30,2007 to $2,259,454 for the year ended September 30,2008 mainly due to purchase and assimilation of Family Vacation Centers into the Company’s operations.

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

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

For the year ended September 30, 2008 the largest decrease in expenses of $198,875 occurred in category Commission Expenses to $319,488. Commission related expenses for the nine months ended September 30, 2007 totaled $518,363 and $687,784 for the year ended December 31, 2006 respectively. The decrease was the result of a change in vacation club membership revenue recognition accounting policy to defer revenue and commission paid on sales over a maximum period of 5 years.

The Company changed separate disclosure of direct selling expenses and discounts from January 01, 2007 in the expense section of the Consolidated Statements of Operations and Deficit to “Net” Membership Sales for the period. For the year ended September 30, 2008 $188,751 (nine months ended September 30, 2007 - $35,399 and $93,147 for the year ended December 31, 2006 direct selling expenses were offset against membership sales revenue. Prior year results were restated for comparison purposes.

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

B) LIQUIDITY AND CAPITAL RESOURCES

Liquidity

As of March 31, 2009 the Company had in excess of $6 Million cash on deposit. In 2008, the working capital surplus decreased $5,487,155 to $2,045,142 primarily due to investments made in Life Settlements, Family Vacation Centers and property investments in Colorado.

In 2007, the working capital surplus increased to $ 7,532,298 compared to December 31, 2006 primarily due to the private placement investments in the Company undertaken to enter into the Life Settlement division. During the summer of 2007 the Company completed two private placements raising an aggregate total of $9 million USD and correspondingly issued 14,500,000 restricted common shares of the company. The terms of these private placement were as follows:

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

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

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

25

---

The Company continues to operate its travel club operations by
  continuously adjusting its operations accordingly and plans to generate sufficient
  operating capital for operations in the short-term. For rapid long-term growth
  specifically the development of the Life Settlement operations additional capital
  is required. The Companys 120-foot motor vessel is completed its refit
  and the vessel is anticipated to contributed to revenue in fiscal 2009.

Financing the work on the vessel to date has been from operations,
  a credit facility from Caterpillar Financial Services, and funds raised. The
  credit facility with Caterpillar Financial Services Corporation was created
  in September of 2005 for $3.0 million USD. This credit facility was subsequently
  increased to a total of $4.3 million USD in spring of 2007. The construction
  loan has been converted to a 5 year permanent loan facility of $5 million USD
  at a rate of 7% with an 18 year amortization. The Company spent $1,881,433 in
  fiscal year September 30, 2007, $2,949,292 in fiscal year September 30, 2008
  and another $924,038 to March 30, 2009. The Company does not currently hedge
  against foreign exchange or interest rate fluctuations

The Company’s total Revenues for the year ended September 30, 2008 increased by $6,844,626 to $9,417,264, the increase was the result of maturing Life Settlement revenue $5,700,110, increased membership and travel revenue $1,272,726, and decrease in Miscellaneous Revenue $85,504 and decrease of $42,911 in Interest Received. The results for the nine month period ended September 2007 and the year ended December 31, 2006 were restated to reflect the change in accounting policy on Vacationa Club memebership sales revenue and to comply with Canadian GAAP.

Capital Resources

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

For the year ended September 30, 2008, cash flow used in operations
  increased $677,345, 811% to $760,899 due mainly to accrual for for revenue from
  life settlement contracts not yet received and increase of expenses due to acquisition
  of family vacation centers, compared to cash flows used in operating activities
  of $83,554 for the nine month period ended September 30, 2007, and cash flows
  used in operating activities of $82,228 for year ended December 31, 2006.

Financing the work on the vessel to date has been from
operations, a credit facility from Caterpillar Financial Services, and funds
raised. The credit facility with Caterpillar Financial Services Corporation was
created in September of 2005 for $3.0 million USD. This credit facility was
subsequently increased to a total of $4.3 million USD in spring of 2007. The
construction loan has been converted to a 5 year permanent loan facility of $5
million USD at a fixed APR of 7% with an 18 year amortization. The Company spent
$1,881,433 in fiscal year September 30, 2007, $2,949,292 in fiscal year
September 30, 2008 and another $924,038 to March 30, 2009. The Company does not
currently hedge against foreign exchange or interest rate fluctuations.

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

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

26

---

Quantitative and Qualitative Disclosures about Market
Risk

The Company does not have any derivative financial instruments. The exposure to market risk is limited to interest and exchange rate sensitivity. The Company’s long term debt is denominated in US dollars with a fixed exchange rate of 7%. The Company is therefore affected by changes in the Canadian dollar exchange rate. The primary strategy of the Company’s borrowing activities was to preserve principal by keeping funds in US dollars and converting to Canadian dollars when required. Given the fluctuation of the US Dollar for the year ended September 30, 2008 the Company did not receive any additional earnings related to exchange rate fluctuations. The Company does not currently hedge against either foreign exchange.

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

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

D) TREND INFORMATION

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

In January of 2006 the Company acquired the members of an
upstart Ontario Travel Club called Embassy Vacation Club. The members were
offered to have their members serviced by the Companys travel service provider
Intravelnet Ltd and 110 of Embassy Vacation Club members agreed to our terms. In
the first quarter of 2006, the Company signed a Commission Agreement with
2094711 Ontario Limited to secure an office location to market Travel Club
memberships in the greater Toronto, Ontario area. The new office location in
Pickering, Ontario commenced operations In October 2006. In early 2008 the
licensee terminated their marketing operations citing the downturn in the
economic climate.

On October 16, 2007, the Company purchased the notes receivable and vacation club memberships of Family Vacation Centers from an Ontario based Company for consideration of $3,052,866 in cash and stock. The Company marketed the Family Vacation Centers membership from its Burlington Ontario location until July 4, 2008 at which time a decision was made to cease marketing and sales operations from its Burlington Ontario office citing the downturn in the economic climate.

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

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

27

---

With the acquisition of Family Vacation Centers, the operating costs of the company increased for the year ended September 30, 2008 to $6,401,159 compared to the nine month period ended September 30, 2007 - $4,785,105, and year ended December 31, 2006 - $3,201,890. The 33% increase or $1,616,054 is a direct result of the inclusion of Family Vacation Centers operating costs during the fiscal year.

In addition to the core travel business the Company has entered
the Life Settlement market. The Company believes successful development and
capture of market share in this capital intensive emerging industry will
dominate the future Company direction and the allocation of resources.

The Company is currently sourcing Life Settlement policies
through Business to Business (B2B) Channels and expects to launch a Business
to Consumer (B2C) Channel. To operate the Business to Consumer (B2C) Channel,
the Company formed American Life Settlement Society LLC duly formed under the
laws of the state of Delaware on the 15th day of November 2007.

The Company uses an industry standard Milliman Report (consultants for the health care insurance industry) along with recent purchases and sales of similar life insurance policies, financial standing of the insurer, changes in general economic conditions, standard, actuarially developed VBT mortality tables, industry life expectancy reports and CDC reports on nationwide mortality statistics to determine an acceptable purchase price. In fiscal 2008, the Company entered the Life Settlement industry with the initial purchase of $30,930 million USD face value of Life Insurance policies. The Company paid $1,548,070 USD which was funded by the recent Private Placements completed by the Company in July of 2007. In the third quarter of 2008 the first $5 Million USD of approximately $31 million USD matured.

With the Life Settlement acquisitions in fiscal 2008, the revenues from this segment for the fiscal period were $5,700,110 with operating costs of policies for the fiscal period which are capitalized, of $1,258,341. From the total Life Settlement revenue, $4,681,237 was attributable the earlier than anticipated maturity of a $5 million USD policy. The Company projects revenue for fiscal 2009 to approximate the 2008 revenue from Life Settlements without an early policy maturity.

To expand beyond is present financial capabilities in the Life
Settlement market and other business ventures, additional financing will be
sought. There can be no assurances the Company will be able to generate
sufficient investment from borrowing, the sale of equity, or a combination
thereof to rapidly grow its life Settlement division. If additional financing is
required, there is no certainty it will be available when and to the extent
required or that if available, it will be on acceptable terms. If adequate funds
are not available on acceptable terms, the Company may not be able to grow and
expand its business at an accelerated rate. This could have a material adverse
effect on the Company's planned growth. This and other risks related to
operating in the Life Settlement industry could have a material adverse effect
on the Company's operations and planned growth. (See Item 3 Risk factors, The
Company May Require Additional Capital).

The Company has completed the rebuild on its 120 feet motor vessel MV Spirit of Two Thousand and Ten. The Company had established an initial construction credit facility with Caterpillar Financial Services for up to $3 million USD which had provided funding for the project. The Company subsequently had the credit facility increased to $4.3 million USD in spring of 2007. The construction loan has been converted to a 5 year permanent loan facility of $5 million USD at a fixed APR rate of 7% with an 18 year amortization. The Company spent $1,881,433 in fiscal period ending September 30, 2007, $2,949,292 in fiscal year ending September 30, 2008 and another $924,038 to March 30, 2009. A survey completed in January of 2009 by Chris Small Marine Surveyors Ltd a member of N.A.M.S., a registered Marine Surveyor indicated the Motor Vessel had an appraised estimated market value of $12 million.

The Company is beginning the marketing and promotion too many
tourism based organizations and has a web site www.spirityachtcharters.com to
present the vessel and provide an overview of the yacht offering. As a new
business venture the Company is anticipating charter revenue from the marketing
of the yacht in fiscal 2009 but is unable at this time to accurately project any
revenue amounts to be generated in this inaugural year.

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

28

---

Forward looking statements are made based on managements
  reasonable beliefs, estimates and opinions on the date the statements are made.
  However, these forward-looking statements involve known and unknown risks, uncertainties
  and other factors that may cause our actual results, performance or achievements
  or industry results to be materially different from any future results, performance
  or achievements expressed or implied by such forward-looking statements.

E) OFF-BALANCE SHEET ARRANGEMENTS

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

F) TABULAR DISCLOSURE OF CONTRACTUAL
OBLIGATIONS

The following table is a summary of our contractual obligations
as of September 30, 2008:

|                            |   |           |  |   | Payments due by period |  |   |             | 
|--------------------------- | - | --------- |  | - | ---------------------- |  | - | ----------- | 
|                            |   |           |  |   | Less than              |  |   |             | 
|Contractual Obligations     |   | Total     |  |   | 1 year                 |  |   | 1 - 3 years | 
|Long-Term Debt              |   |           |  |   |                        |  |   |             | 
|Obligations*                | $ | 4,504,575 |  | $ | 347,341                |  | $ | 1,042,022   | 
|Capital Lease on Vehicle    |   | 70,896    |  |   | 16,415                 |  |   | 54,481      | 
|Operating Lease Obligations |   | 215,020   |  |   | 107,164                |  |   | 96,190      | 
|Purchase Obligations        |   | -         |  |   | -                      |  |   | -           | 
|Other Long Term Obligations |   | -         |  |   | -                      |  |   | -           | 
|Total                       | $ | 4,790,491 |  | $ | 470,920                |  | $ | 1,195,693   | 

*Contractual long term debt obligations do not include
interest. In January 2009 the Companys long term debt was converted to a $5.0
million permanent loan in US funds with Caterpillar Financial Services
Corporations having a 5 year term amortizing over 18 years bearing interest at
fixed rate of 7% APR.

G) SAFE HARBOR

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

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

ITEM VI. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A) DIRECTORS AND SENIOR MANAGEMENT

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

29

---

Name and City of Residence
    Date of Birth
    Principal Occupation For the Past
      Five Years
    Position HeldDaniel Clozza Vancouver, B.C. Canada
    Feb. 9, 1960
    Since September 1995, employed full-time by the Company.
    President, CEO and Director since September
      1995Martin Tutschek Vancouver, B.C. Canada
    May 24, 1960
    Since August 2001, employed full-time by the Company.
    CFO and Director since August 2001Jeff Teeny Portland, Oregon. USA
    April 30, 1967
    Property and Real Estate developer for various projects
      including the 400 acre Villages at Cascade Head located on the Pacific
      Coast of Oregon, USA
    Director since July 2007Scott McManus Las Vegas, Nevada, USA
    June 21,1962
    CEO, Chairman: Ganix Biotechnologies, Inc. 2002 
      present, an Ecological Science Company. Financier, Net Branch: North
      American Funding August 2004  present, a Commercial Finance Company.
      Various resort property real estate developments.
    Director since July 2007Chris Yergensen Esq Las Vegas, Nevada, USA
    March 13, 1967
    President and General Counsel, Panorama Towers Group, Las
      Vegas Nevada 2002 to present. President of Show Media LLC Las Vegas Nevada
      2001 to present
    Director since June 2008Mike Barrett Portland, Oregon, USA
    November 13, 1963
    President of Pounce Consulting, an IT consulting company
      based in Orange County. Vice President of Sales and Marketing for Xavient
      Information Systems, Simi Valley, California and Noida, India.2006-2008
      Sr. Business Development Manager, Tata Consultancy Services, Mumbai, India
      2004- 2006. Executive VP, Sales & Marketing, Centerlogic, Portland
      Oregon 2002-2004.
    Director since June 2008Kazunari Kohno Tokyo, Japan
    December 19, 1963
    Member of the Board of Directors for Aegis Capital Co.,
      Ltd 2007 to present. Associate Professor Graduate School of Media and
      Governance, Keio University 2002 to present.
    Director since June 2008


Family Relationships

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

Arrangements

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

30

---

B) COMPENSATION

Executive Compensation and Compensation of Directors

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

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

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

Stock Options

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

C) BOARD PRACTICES

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

Audit Committee

The Company's Audit Committee is composed of three individuals
all present directors. The Audit Committee members of the Company as at December
31, 2008 are Mr. Mike Barrett, Mr. Chris Yergensen, and Mr. Kazunari Kohno.
Messrs. Barrett, Yergensen, and Kohno during fiscal year 2008 and currently:

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

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

31

---

committee is also responsible for reviewing the annual
financial statements prior to their approval by the Board of Directors. The
Board has adopted a charter for the Audit Committee in the fall of 2007.

Remuneration Committee

The Company does not have a Compensation Committee.

Service Contracts

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

D) EMPLOYEES

The following is a breakdown of Company employees as at March
30, 2009 and for the years ended September 30th 2008, and 2007 and
December 31, 2006:

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

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

E) SHARE OWNERSHIP OF MANAGEMENT

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

|Name             |  | Common    |  |  | Percent of |  |  | "A"       |  |  | Percent of |  |  | "B"       |  |  | Percent of | 
|---------------- |  | --------- |  |  | ---------- |  |  | --------- |  |  | ---------- |  |  | --------- |  |  | ---------- | 
|                 |  | Shares(1) |  |  | Class      |  |  | Preferred |  |  | Class      |  |  | Preferred |  |  | Class      | 
|                 |  |           |  |  |            |  |  | Shares(4) |  |  |            |  |  | Shares(5) |  |  |            | 
|Scott McManus(2) |  | 6,250,000 |  |  | 21.98      |  |  | 1,393,398 |  |  | 10.00      |  |  | 1,393,398 |  |  | 10.00      | 
|Jeffery Teeny(3) |  | 6,250,000 |  |  | 21.98      |  |  | 1,393,398 |  |  | 10.00      |  |  | 1,393,398 |  |  | 10.00      | 
|Daniel Clozza    |  | 5,430,000 |  |  | 19.09%     |  |  | 5,305,500 |  |  | 38.07      |  |  | 5,305,500 |  |  | 38.07      | 
|Martin Tutschek  |  | 1,599,000 |  |  | 5.61       |  |  | 1,399,500 |  |  | 10.04      |  |  | 1,399,500 |  |  | 10.94      | 
|Mike Barrett     |  | -         |  |  | -          |  |  | -         |  |  | -          |  |  | -         |  |  | -          | 
|Chris Yergensen  |  | -         |  |  | -          |  |  | -         |  |  | -          |  |  | -         |  |  | -          | 
|Kazunari Kohno   |  | -         |  |  | -          |  |  | -         |  |  | -          |  |  | -         |  |  | -          | 

32

---

Notes:

(1) Does not include options owned by directors or officers.
  Options are disclosed in table below. 
  (2) Shares beneficially owned or held by Mr McManus are registered to Aliya
  Life Settlement, LLC.
  (3) Shares beneficially owned or held by Mr Teeny are registered to Teeny Acquisitions,
  LLC 
  (4) On June 27, 2007 the record date, the Company issued 13,933,983 Series A
  Preferred Non-Dilutive shares to all the existing registered and beneficial
  common shareholders on a one (1) for one (1) PRO RATA basis. The Series A
  Preferred Non-Dilutive shares are convertible, as a Series into common shares
  of the Company provided a majority of the Series A Preferred shareholders
  vote in favour of converting the entire Series. The Series will convert into
  a number of common shares that will represent 50% of the number of fully diluted
  common shares after conversion. 
  (5) On June 27, 2007 the record date, the Company issued 13,933,983 Series B
  Preferred Shares to all the existing registered and beneficial common shareholders
  on a one (1) for one (1) PRO RATA basis. The Series B Preferred
  shares are convertible into common shares of the Company on a one for one basis
  by shareholders of record as of June 27, 2007.

Incentive Share Purchase Plan

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

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

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


Notes:

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

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

Warrants

There are no warrants outstanding.

Other Dilutive Elements

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

33

---

Conflicts of Interest

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

ITEM VII. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A) MAJOR SHAREHOLDERS

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

The following persons hold, of record or beneficially, directly
or indirectly, or are known by the Company to own beneficially, directly or
indirectly, more than 5% of the issued shares of the Company as at March 30,
2009:

|Identity of Person or Group | Common Shares(1) | Percent of Class | "A" Preferred Shares(4) | Percent of Class | "B" Preferred Shares(5) | Percent of Class
|--------------------------- | ---------------- | ---------------- | ----------------------- | ---------------- | ----------------------- | ----------------
|Jeffery Teeny(2)            | 6,250,000        | 21.98            | 1,393,398               | 10.00            | 1,393,398               | 10.00           
|Scott McManus(3)            | 6,250,000        | 21.98            | 1,393,398               | 10.00            | 1,393,398               | 10.00           
|Daniel Clozza,              | 5,430,000        | 21.77            | 5,430,000               | 38.07            | 5,430,000               | 38.07           
|Martin Tutschek             | 1,599,000        | 5.61             | 1,524,000               | 10.04            | 1,524,000               | 10.04           
|Jackie Dawydiuk             | 1,500,000        | 5.27             | 1,500,000               | 10.76            | 1,500,000               | 10.76           

34

---

Notes:

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

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

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

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

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

The nature and extent of principal non-United States trading
market is approximately 50% of all outstanding securities, which are held
outside the United States and approximately 50% of all outstanding securities
are held within the United States as of March, 2009. The Company is not owned or
controlled, directly or indirectly, by another corporation or by any foreign
government.

B) RELATED PARTY TRANSACTIONS

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

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

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

|Purchase                                                             |   |         |  
|-------------------------------------------------------------------- | - | ------- | -
|price                                                                | $ | 550,000 |  
|                                                                     |   |         |  
|Purchase Price Allocation                                            |   |         |  
|Equipment                                                            | $ | 206,798 |  
|Leasehold
      improvements                                         |   | 150,000 |  
|Accounts payable                                                     |   | (17,782 | )
|                                                                     |   |         |  
|Net identifiable assets acquired                                     |   | 339,016 |  
|Excess of purchase price over net
      identifiable assets acquired |   | 210,984 |  
|Total                                                                | $ | 550,000 |  

35

---

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

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

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

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

The Company acquired a 25% interest in a mixed use development
property in Needles California for US$1,000,000. The 22 acre property with 850
feet of waterfront on the Colorado River has a marina with a 20,000 square foot
storage facility for marine based activity. As the property is developed to
various stages differing options to include condo / townhomes for either full
ownership, fractional ownership of timeshare intervals will be explored. The
Canadian travel club membership would be offered a product in a southern United
States location that has an extended season of favorable weather conditions.
This purchase has been classified on our balance sheet as an investment in
non-current assets. During Fiscal year 2008, the Company wrote down the value of
its investment by US$250,000 to more accurately reflect the value of falling
real estate values in the southern United States. Subsequent to fiscal year end
2008 the Company wrote down the value of the investment to zero. Given the
present and foreseeable economic climate, the Company has abandoned the project.
The project was controlled and/or operated by a director of the Company

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

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

Indebtedness to Company of Directors and Senior
Management

Amounts due to shareholders at the end of the fiscal period
September 30, 2008 were $598,001. Directors of the Company are indebted to the
Company in the amount of $nil and no director or senior management or have been
indebted to the Company since the beginning of the last completed financial year
of the Company other than as listed below. The Company reimburses Directors and
Senior Management for expenses incurred in connection with Companys ordinary
course of business. To the extent these advances and expenses are offset, there
exists an indebtedness to the Company of a net $nil as of September 30, 2007
(December 30, 2006 - $ nil, December 30, 2005 - $nil).

36

---

Interests of Experts and Counsel

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

ITEM VIII. FINANCIAL INFORMATION

A) CONSOLIDATED STATEMENTS AND OTHER FINANCIAL
INFORMATION

This Annual Report contains the consolidated financial statements
  for the Company for the fiscal year ended September 30, 2008, nine-month period
  ended September 30, 2007, and fiscal year ended December 31, 2006 which contain
  an Auditors' Report dated April 14, 2009 in connection with the fiscal year
  ended September 30, 2008, an Auditors Report dated March 2, 2009 in connection
  with the nine-month period ended September 30, 2007 and fiscal year ended December
  31, 2006, Consolidated Balance Sheets as at September 30, 2008 and September
  30, 2007, Consolidated Statements of Operations, Comprehensive Income (Loss)
  and Deficit, and Consolidated Statements of Cash Flows for the fiscal year ended
  September 30, 2008 and nine-month period ended September 30, 2007 and fiscal
  year ended December 31, 2006, and Notes to Consolidated Financial Statements.

Indebtedness to Company of Directors and Senior
Management

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

Legal or Arbitration Proceedings

As of the date hereof, the Company is a named party to a legal
claim against it in the Province of Ontario. This action purports to represent
and individual who fell while attending a presentation at the office of a
Licensee of the Company marketing vacations travel club memberships. The company
had in effect a public liability insurance rider that would mitigate any direct
financial loss to the company in the event the company was found legally
responsible in a court of law. Forum in conjunction with its insurance company
has defended the claim, on the basis that it neither conducted its business from
the premises at issue nor organized the seminar at issue. Forum considers the
above suit frivolous, a nuisance, and without merit. Accordingly, it is not
possible at this time to assess the likelihood of recovery or to estimate the
possible quantum of damages.

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

Dividend Distribution Policy

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

B) SIGNIFICANT CHANGES

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

37

---

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

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

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

ITEM IX. THE OFFER AND LISTING

A) PRICE RANGE AND VOLUME OF SHARES OF COMMON STOCK

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

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

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

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

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

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

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

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

38

---

B) PLAN OF DISTRIBUTION

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

C) MARKETS

As of March 30, 2009 the shares of Forum National Investments
Ltd. are publicly traded on the OTCBB under the trading symbol FMNLF CUSIP
Number 3498452067. The nature and extent of principal non-United States trading
market is approximately 50% of all outstanding securities, which are held
outside the United States and approximately 50% of all outstanding securities
are held within the United States as of March 30, 2009. The share price has
traded at a high of $18.00 USD in 2008 and a low of $0.24 USD in 2006.

D) SELLING SHAREHOLDERS

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

E) DILUTION

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

F) EXPENSES OF THE ISSUE

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

ITEM X. ADDITIONAL INFORMATION

A) SHARE CAPITAL

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

B) MEMORANDUM AND ARTICLES OF INCORPORATION

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

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

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

3. The Companys common shares rank equally as to dividend
rights, voting rights, rights to share in the

39

---

Companys profits and liquidation rights. The Companys common
shares are not, under the Companys memorandum and articles, subject to
redemption or sinking fund provisions, liability to further capital calls, nor
any provisions discriminating against any existing or prospective holder of such
shares as a result of such shareholder owning a substantial number of shares.

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

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

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

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

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

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

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

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

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

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

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

40

---

C) MATERIAL CONTRACTS

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

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

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

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

|Purchase                                                             |   |         |  
|-------------------------------------------------------------------- | - | ------- | -
|price                                                                | $ | 550,000 |  
|                                                                     |   |         |  
|Purchase Price Allocation                                            |   |         |  
|Equipment                                                            | $ | 206,798 |  
|Leasehold
      improvements                                         |   | 150,000 |  
|Accounts payable                                                     |   | (17,782 | )
|                                                                     |   |         |  
|                                                                     |   |         |  
|Net identifiable assets acquired                                     |   | 339,016 |  
|Excess of purchase price over net identifiable assets
      acquired |   | 210,984 |  
|                                                                     |   |         |  
|Total                                                                | $ | 550,000 |  

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

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

In July 2007 the company announced that it closed a private
placement of 3,500,000 shares of common stock at a purchase price of US$ 1.00
per share for gross proceeds to the Company of US$ 3.5 million USD. The private
placement was made to an accredited investor.

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

On November 15, 2007 the Company formed “American Life Settlement Society LLC” duly formed under the laws of the state of Delaware. In fiscal 2008, the Company entered the Life Settlement industry with the initial purchase of $30,930 million USD face value of Life Insurance policies. The Company paid $2,900,029 which was funded by the recent Private Placements completed by the Company in July of 2007. In the third quarter of 2008 the first $5 million USD policy of the approximately $31million USD portfolio matured.

41

---

Additionally during fiscal 2008, the Company acquired a 25% interest in a mixed use development property in Needles California for $1,000,000 USD. The 22 acre property with 850 feet of waterfront on the Colorado River has a marina with a 20,000 square foot storage facility for marine based activity. As the property is developed to various stages differing options to include condo / townhomes for either full ownership, fractional ownership of timeshare intervals will be explored. The Canadian travel club membership would be offered a product in a southern United States location that has an extended season of favorable weather conditions. This purchase has been classified on our balance sheet as an investment in non-current assets. During Fiscal year 2008, the Company wrote down the value of its investment by US$250,000 to more accurately reflect the value of falling real estate values in the southern United States. Subsequent to fiscal year end 2008 the Company wrote down the value of the investment to zero. Given the present and foreseeable economic climate, the Company has abandoned the project. The project is controlled and/or operated by a director of the Company (see VII(b) Related Party Transactions).

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

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

|Purchase price                 | $ | 3,052,766 | 
|------------------------------ | - | --------- | 
|                               |   |           | 
|Purchase price allocation      |   |           | 
|Notes receivable               |   | 450,066   | 
|                               |   |           | 
|Vacation club
      membership |   | 2,602,700 | 
|                               |   |           | 
|Total                          | $ | 3,052,766 | 

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

In September of 2005, the Company secured a credit facility
with Caterpillar Financial Services for up to $3 million USD. The Company
subsequently had the credit facility increased to an amount of $4.3 million USD.
Subsequent to fiscal year end September 30, 2008 the Company converted its
construction loan facility with Caterpillar Financial Services Corporation to a
5 year permanent loan facility of $5 million USD at a fixed APR rate of 7% with
an 18 year amortization. The Company does not currently hedge against foreign
exchange or interest rate fluctuations.

D) EXCHANGE CONTROLS

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

Except as provided in the Investment Canada Act (the ICA),
there are no limitations under the laws of Canada, the Province of Ontario or in
our Memorandum or Articles on the right of foreigners to hold and/or

42

---

vote the shares of our capital stock.

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

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

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

E) TAXATION

Canadian Federal Income Tax Considerations

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

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

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

Dividends

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

43

---

Capital Gains

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

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

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

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

U.S. Federal Income Tax Consequences

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

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

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

Scope of this Disclosure

Authorities

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

44

---

U.S. Holders

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

Non-U.S. Holders

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

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

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

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

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

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

45

---

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

General Taxation of Distributions

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

Reduced Tax Rates for Certain Dividends

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

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

As discussed below, we do not believe that we were a passive
foreign investment company for the taxable year ended December 31, 2008, and we
do not expect that we will be a passive foreign investment company for the
taxable year ending December 31, 2009. (See more detailed discussion at
Additional Rules that May Apply to U.S. Holders below). However, there can be
no assurance that the IRS will not challenge our determination concerning our
passive foreign investment company status or that we will not be a passive
foreign investment company for the current or any future taxable year.
Accordingly, although we anticipate that we may be a QFC, there can be no
assurances that the IRS will not challenge the determination made by us
concerning our QFC status, that we will be a QFC for the current or any future
taxable year, or that we will be able to certify that we are a QFC in accordance
with the certification procedures issued by the Treasury and the IRS.

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

Distributions Paid in Foreign Currency

The amount of a distribution paid to a U.S. Holder in foreign
currency generally will be equal to the U.S. dollar value of such distribution
based on the exchange rate applicable on the date of receipt. A U.S.

46

---

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

Dividends Received Deduction

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

Disposition of Common Shares

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

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

Foreign Tax Credit

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

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

47

---

Information Reporting; Backup Withholding Tax

Payments made within the U.S., or by a U.S. payor or U.S.
middleman, of dividends on, and proceeds arising from certain sales or other
taxable dispositions of, Common Shares generally will be subject to information
reporting and backup withholding tax, at the rate of 28%, if a U.S. Holder (a)
fails to furnish such U.S. Holders correct U.S. taxpayer identification number
(generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification
number, (c) is notified by the IRS that such U.S. Holder has previously failed
to properly report items subject to backup withholding tax, or (d) fails to
certify, under penalty of perjury, that such U.S. Holder has furnished its
correct U.S. taxpayer identification number and that the IRS has not notified
such U.S. Holder that it is subject to backup withholding tax. However, U.S.
Holders that are corporations generally are excluded from these information
reporting and backup withholding tax rules. Any amounts withheld under the U.S.
backup withholding tax rules will be allowed as a credit against a U.S. Holders
U.S. federal income tax liability, if any, or will be refunded, if such U.S.
Holder furnishes required information to the IRS. Each U.S. Holder should
consult its own financial advisor, legal counsel, or accountant regarding the
information reporting and backup withholding tax rules.

Additional Rules that May Apply to U.S. Holders

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

Controlled Foreign Corporation

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

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

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

Passive Foreign Investment Company

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

For purposes of the PFIC income test and assets test described
above, if we own, directly or indirectly, 25% or more of the total value of the
outstanding shares of another foreign corporation, we will be treated

48

---

as if it (a) held a proportionate share of the assets of such
other foreign corporation and (b) received directly a proportionate share of the
income of such other foreign corporation. In addition, for purposes of the PFIC
income test and asset test described above, passive income does not include
any interest, dividends, rents, or royalties that are received or accrued by us
from a related person (as defined in Section 954(d)(3) of the Code), to the
extent such items are properly allocable to the income of such related person
that is not passive income.

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

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

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

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

We do not believe that we were a PFIC for the taxable year
ended December 31, 2008, and we do not expect that we will be a PFIC for the
taxable year ending December 31, 2009. There can be no assurance, however, that
the IRS will not challenge our determination concerning its PFIC status or that
we will not be a PFIC for the current or any future taxable year.

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

F) DIVIDENDS AND PAYING AGENTS

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

G) STATEMENTS BY EXPERTS

49

---

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

H) DOCUMENTS ON DISPLAY

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

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

I) SUBSIDIARY INFORMATION

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

ITEM XI. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

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

Financial instruments

Fair
  value of financial instruments

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

Concentration
  of credit risk

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

Interest
  rate risk

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

Foreign
  exchange rate risk

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

50

---

ITEM XII. DESCRIPTION OF SECURITIES OTHER THAN EQUITY
SECURITIES

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

PART II

ITEM XIII. DEFAULTS, DIVIDENDS, ARREARS AND DELINQUENCIES

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

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

Material modification to the rights of security holders

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

Use of proceeds

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

51

---

ITEM XV. CONTROLS AND PROCEDURES

52

---

Disclosure controls and procedures

Under the supervision and with the participation of the
Companys management, including the Companys Chief Executive Officer and
Chief Financial Officer, the Company reevaluated the effectiveness of the
design and operation of its disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as
of a date (the Evaluation Date) being September 30, 2008. Based on this
evaluation these officers have concluded that as of the end of the period
covered by this Annual Report on Form 20-F/A, our disclosure controls and
procedures were ineffective and were not adequate to insure that the
information required to be disclosed by the Company in reports it files or
submits under the Exchange Act were recorded, processed, summarized and
reported within the time period specified in the Commission's rules and
forms.

The deficiencies in the Company's controls and procedures relates to the Company's income recognition policies. Up to the last quarter prior to September 31, 2008 and during the nine month period ended September 30, 2007, the Company recognized revenues when memberships were sold to customers. The Company determined that a portion of it its initial sale of memberships was deemed to fall under the SEC's Staff Accounting Bulletin No. 104, "Revenue Recognition" ("SAB 104") and Emerging Issues Task Force 00-21 ("EITF 00-21"), "Accounting for Revenue Arrangements with Multiple Deliverables". SAB 104 and EITF 00-21 which require the initial sales price, including all up-front fees received from new membership sales, to be amortized over the expected term of the member’s entitlement to use the Company’s vacation and travel club privileges at a future date. The financial statements and this Annual Report on Form 20-F reflect these revenue recognition policies for the year ended September 31, 2008, the transition nine month period ended September 30, 2007 and the year ended December 31, 2006.

Managements annual report on internal controls over
financial reporting

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

Our management, including our Chief Executive Officer and
Chief Financial Officer, assessed the effectiveness of internal control
over financial reporting as of September 30, 2008. Based on that
assessment, our management concluded that there was a material weakness in
our internal control over our previous interpretation and application of
Statement of SAB No. 104 and EIC 141, as they apply to the calculation of
our revenue. Specifically, the design of controls over the preparation and
review of revenue did not detect that our method of accounting for
membership revenue and dues was not in conformity with generally accepted
accounting principles up until September 30, 2008.

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

Remediation Steps to Address Material
Weakness

Management has dedicated significant resources to correct
the previous accounting error relating to our revenue recognition policy
and to ensure that we take proper steps to improve our internal controls and
remedy our material weakness in our financial reporting and disclosure
controls. Management is committed to implementing effective control
policies and procedures and will continually update our Audit Committee
as to the progress and status of our remediation efforts to ensure that they are
adequately

53

---

implemented. We believe the following actions we have taken
and are taking will be sufficient to remediate the material weakness
described above:

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

.

ITEM XVI. AUDIT COMMITTEE FINANCIAL EXPERT

Audit Committee Financial Expert

The Company has an Audit Committee established by the Board
    of Directors. Our board has determined that we have a financial expert serving
    on our audit committee as defined by Item 401(h) of Regulation S-K of the
    Exchange Act.

We believe that the combined knowledge, skills and experience
    of the members of our Audit Committee enables them, as a group, to act effectively
    in the fulfillment of their tasks and responsibilities, including those under
    the Sarbanes-Oxley Act of 2002. Mr. Michael Barrett is chairman of the audit
    committee and is a member who would qualify as an audit committee financial
    expert.

Code of Ethics

We have adopted a code of ethics for our Chief Executive Officer,
    Chief Financial Officer, principal accounting officer, controller and other
    persons performing similar functions. Our code of ethics complies with the
    SEC rules. The code of ethics addresses the following:

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

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

Principal Accountant Fees and Services

The independent auditors of the Company are the firm of BDO
    Dunwoody LLP, Chartered Accountants and Advisors, located at 600 Cathedral
    Place, 925 west Georgia Street, Vancouver, British Columbia, Canada V6C 3L2

54

---

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

|                                                                     |   | Year Ended     |  |   | Period Ended   | 
|-------------------------------------------------------------------- | - | -------------- |  | - | -------------- | 
|                                                                     |   | September      |  |   | September      | 
|                                                                     |   | 30,
      2008 |  |   | 30,
      2007 | 
|                                                                     |   |                |  |   |                | 
|Audit fees - auditing of our annual financial statements
      and   |   |                |  |   |                | 
|preparation of auditors' report.                                     | $ | 146,300        |  | $ | 89,090         | 
|                                                                     |   |                |  |   |                | 
|                                                                     |   |                |  |   |                | 
|Audit-related fees - review of each of the quarterly
      financial |   |                |  |   |                | 
|statements.                                                          |   | -              |  |   | -              | 
|                                                                     |   |                |  |   |                | 
|Tax fees - preparation and filing of three
      major tax-related   |   |                |  |   |                | 
|forms and tax planning.                                              |   | -              |  |   | -              | 
|                                                                     |   |                |  |   |                | 
|All other fees - other services provided by our principal            |   |                |  |   |                | 
|accountants.                                                         |   | -              |  |   | -              | 
|                                                                     |   |                |  |   |                | 
|Total fees paid or accrued to our principal
      accountants        | $ | 146,300        |  | $ | 89,090         | 

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

The Audit Committee has adopted procedures requiring Audit
Committee review and approval in advance of all particular engagements for
services to be provided by BDO Dunnwoody. Consistent with applicable laws, the
procedures permit limited amounts of services, other than audit, review and
attest services, to be approved by one or more members of the Audit Committee
pursuant to authority delegated by the Audit Committee, provided the Audit
Committee is informed of each particular service. The Audit Committee approved
all of the engagements and fees during the period ended September 30, 2008. The
Audit Committee reviews with BDO Dunnwoody whether the non-audit services to be
provided are compatible with maintaining the auditors' independence. The Board
has determined that, beginning with January 1, 2006, fees paid to the
independent auditors for non-audit related services in any year will not exceed
the fees paid for audit services during the year. Permissible non-audit services
will be limited to fees for tax services, accounting assistance or audits in
connection with acquisitions, and other services specifically related to
accounting or audit matters such as registration statements filings or private
placements or public offerings.

Exemptions from the Listing Standards for Audit
Committees

Not Applicable.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

Not Applicable.

55

---

PART III

ITEM XVII. FINANCIAL STATEMENTS

See the Financial Statements and Exhibits listed in Item XIX hereof and filed as part of this Annual Report. Included are audited consolidated balance sheets as at September 30, 2008 and September 30, 2007 and the consolidated statements of operations and deficit and cash flows for each of the year ended September 30, 2008, nine month period ended September 30, 2007 and the year ended December 31, 2006, including the Auditors’ Report to Shareholders.

These financial statements were prepared in accordance with Canadian GAAP and are expressed in Canadian dollars. Such financial statements have been reconciled to U.S. GAAP (see note 22 therein). For a history of exchange rates in effect for Canadian dollars as against U.S. dollars, see “Item III - Key Information, Selected Financial Data – Exchange Rate Data”.

ITEM XVIII. FINANCIAL STATEMENTS

Not applicable.

ITEM XIX. EXHIBITS

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

Financial Statements

(i) Managements Responsibility to Financial Reporting.

(ii) Auditors Report dated April 14, 2009,

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

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

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

(vi) Notes to the Consolidated Financial Statements for the year  ended September 30, 2008, nine month period ended September 30, 2007 and the year ended December 31, 2006. Financial Statements Schedules are omitted because they are not applicable, not required or because the required information is included in the consolidated financial statement or notes thereto filed within.

56

---

|Exhibit   | Description                                                                                                                                   
|--------- | ----------------------------------------------------------------------------------------------------------------------------------------------
|1.1       | Registered Incorporation Memorandum(1)                                                                                                        
|1.2       | Articles of Continuance into Ontario(2)                                                                                                       
|1.3       | Articles of Amendment, Change of
      Name(2)                                                                                                
|1.4       | Articles of Amendment, Authorization
        of Preferred Shares including Designation of Series A and
        Series B Preferred Share(3)
|4.1       | 2094711 Ontario
        Limited., Commission Agreement January 1, 2006(3)                                                                     
|4.2       | Loan Agreement, dated September
        21, 2005(4)                                                                                           
|4.2.(i)   | First Amendment
        to Loan Agreement, dated October 11, 2005(4)                                                                          
|4.2.(ii)  | Second Amendment to Loan Agreement,
        dated November 6, 2006 (4)                                                                        
|4.2.(iii) | Third Amendment
        to Loan Agreement, dated May 2, 2007 (4)                                                                              
|4.3       | Purchase Agreement. International
        Fitness Vacations (BC) Ltd., December 31, 2006(4)                                                   
|4.4       | Letter of Intent.
        Gala Travels, February 19, 2007(4)                                                                                  
|4.5       | Servicing Agreement. Vision 200
        travel, dated October 15, 2007(3)                                                                     
|4.5       | Purchase Agreement.
        Family Vacation Centers and 1508812 Ontario Inc., October 18, 2007(4)                                             
|4.6       | Addendum to Purchase Agreement.
        Family Vacation Centers and 1508812 Ontario Inc., November 2, 2007(4)                                 
|4.7       | Subscription
        Agreement, Colorado River Resorts, LLC, January 1, 2008                                                                  
|4.8       | Amended
        and Restated Loan Agreement, Caterpillar Financial Services Corporation,
        February 6, 2009                             
|4.9       | Disclosure
        Consent Chris Small Marine Surveyors Ltd., dated April 1, 2009                                                             
|8.1       | List
    of Subsidiaries                                                                                                                      
|11.1      | Code of Ethics,
        January 1, 2003(3)                                                                                                    
|12.1      | Section 302 Certification
      of Chief Executive Officer                                                                                    
|12.2      | Section
      302 Certification of Chief Financial Officer                                                                                    
|13.1      | Section 906 Certification
      of Chief Executive Officer                                                                                    
|13.2      | Section 906 Certification of Chief
      Financial Officer                                                                                    

Notes: (1) Incorporated by reference to Form 20-F filed
with the SEC on November 3, 1998. (2) Incorporated by reference to Form 20-F
filed with the SEC on August 15, 2003. (3) Incorporated by reference to Form
20-F filed with the SEC on August 29, 2007. (4) Incorporated by reference to
Form 20-F filed with the SEC on December 29, 2006.

57

---

SIGNATURES

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

|Date: May 13, 2009 | FORUM NATIONAL INVESTMENTS LTD.                           
|------------------ | ----------------------------------------------------------
|                   |                                                           
|                   | /s/
      Daniel Clozza                                   
|                   | Daniel Clozza, President and Chief Executive
      Officer
|                   |                                                           
|                   | /s/
      Martin Tutschek                                 
|                   | Martin Tutschek, Chief Financial Officer                  

58

---

INDEX TO FINANCIAL STATEMENTS

PageManagements Responsibility for
        Financial Reporting
      F-2Auditors
        Report dated March 12, 2009 .
      F-3Consolidated Balance Sheets as at September
        30, 2008 and September 30, 2007.
      F-5Consolidated
          Statements of Loss and Deficit for the period ended September 30, 2008,
          September 30, 2007 and the year ended December 31, 2006.
      F-6Consolidated
          Statements of Cash Flows for the period ended September 30, 2008, September
          30, 2007 and the year ended December 31, 2006.
      F-7Notes to the Consolidated
          Financial Statements for the period ended September 30, 2008, September
          30, 2007 and the year ended December 31, 2006.
      F-9 - F-39


59

---



FORUM NATIONAL INVESTMENTS LTD.

September 30, 2008 and 2007 and December 31, 2006

Consolidated Financial Statements 
  (Expressed in
  Canadian dollars)



---

|                                                         
|---------------------------------------------------------
|                                                         
|Managements Responsibility for Financial
      Reporting
|                                                         

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

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

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

The consolidated financial statements as at September 30, 2008
  and 2007 and for the year ended September 30, 2008, the nine month period ended
  September 30, 2007 and the year ended December 31, 2006 have been audited by BDO
  Dunwoody LLP, Chartered Accountants, and their report outlines the scope of
  their examination and gives their opinion on the financial statements.

Dan Clozza (signed)

Dan Clozza 
  President

April 1, 2009

F-1

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS OF FORUM NATIONAL INVESTMENTS LTD.

We have audited the consolidated balance sheet of Forum
  National Investments Ltd. as at September 30, 2008 and the consolidated
  statements of operations, comprehensive income (loss) and deficit and cash flows
  for the year then ended. These financial statements are the responsibility of
  the Companys management. Our responsibility is to express an opinion on these
  financial statements based on our audits.

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

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

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

/s/ BDO Dunwoody LLP

Chartered Accountants

Vancouver, Canada 
  April 14, 2009, except for note 14 which is as of May 13, 2009

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

In the United States, reporting standards for auditors requires
  the addition of an explanatory paragraph (following the opinion paragraph) when
  the financial statements are affected by changes in accounting policy, such as
  those described in note 2 to the consolidated financial statements. Our report
  to the shareholders dated March 12,, 2008, except for note 4 which is as of
  March 2, 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 notes to the consolidated
  financial statements.

/s/ BDO Dunwoody LLP

Chartered Accountants

Vancouver, Canada 
  April 14, 2009, except for note 14 which is as of May 13, 2009

F-2

---

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

|                                                        |   | September 30, |   |   | September 30, |  
|------------------------------------------------------- | - | ------------- | - | - | ------------- | -
|                                                        |   | 2008          |   |   | 2007          |  
|                                                        |   |               |   |   |               |  
|Assets                                                  |   |               |   |   |               |  
|                                                        |   |               |   |   |               |  
|Current                                                 |   |               |   |   |               |  
|Cash and cash equivalents                               | $ | 227,795       |   | $ | 8,624,205     |  
|Short-term deposits                                     |   | 14,210        |   |   | 14,210        |  
|Amounts and notes
      receivable (notes 3(b) and 5)   |   | 749,612       |   |   | 360,634       |  
|Life
      Settlement receivable (note 21 (d))          |   | 5,371,606     |   |   |              |  
|Other receivables                                       |   | 4,981         |   |   | 265,183       |  
|Prepaid expenses                                        |   | 5,738         |   |   |              |  
|Total Current Assets                                    |   | 6,373,942     |   |   | 9,264,232     |  
|                                                        |   |               |   |   |               |  
|Deferred Organization Costs                             |   | 258,556       |   |   | 149,976       |  
|Investments (note 3)                                    |   | 2,670,686     |   |   |              |  
|Life Settlements(note 6)                                |   | 3,511,639     |   |   |              |  
|Property and Equipment(note 7)                          |   | 12,047,502    |   |   | 9,100,127     |  
|Deferred Costs, net (note 9)                            |   | 1,341,034     |   |   | 1,491,275     |  
|Intangibles, net(note 8)                                |   |              |   |   | 30,276        |  
|                                                        |   |               |   |   |               |  
|Total Assets                                            | $ | 26,203,359    |   | $ | 20,035,886    |  
|                                                        |   |               |   |   |               |  
|Liabilities and Shareholders Equity                    |   |               |   |   |               |  
|                                                        |   |               |   |   |               |  
|Current                                                 |   |               |   |   |               |  
|Accounts payable and
      accrued liabilities          | $ | 897,956       |   | $ | 491,252       |  
|Accounts
      payable  other (note 3(b))              |   | 1,203,277     |   |   |              |  
|Secured borrowing (note
      3(b))                     |   | 137,321       |   |   |              |  
|Deferred
      revenue, current portion (note 9)        |   | 1,088,003     |   |   | 675,895       |  
|Advances against future
      revenue streams (note 10) |   |              |   |   | 8,182         |  
|Current
      portion of long-term debt (note 12)       |   | 363,756       |   |   | 227,567       |  
|Debentures (note 11)                                    |   | 40,486        |   |   | 40,486        |  
|Loans from related
      parties (note 18)              |   | 598,001       |   |   | 288,552       |  
|Total Current Liabilities                               |   | 4,328,800     |   |   | 1,731,934     |  
|                                                        |   |               |   |   |               |  
|Deferred Revenue(note 9)                                |   | 2,404,163     |   |   | 1,389,678     |  
|Long-Term Debt(note 12)                                 |   | 4,211,715     |   |   | 3,988,031     |  
|Total
      Liabilities                                 |   | 10,944,678    |   |   | 7,109,643     |  
|                                                        |   |               |   |   |               |  
|                                                        |   |               |   |   |               |  
|Shareholders Equity                                    |   |               |   |   |               |  
|                                                        |   |               |   |   |               |  
|Capital Stock(note 13)                                  |   | 24,224,793    |   |   | 24,194,793    |  
|Contributed Surplus(note 13(e))                         |   | 2,944,536     |   |   | 2,944,536     |  
|Deficit                                                 |   | (11,910,648   | ) |   | (14,213,086   | )
|Total
      Shareholders Equity                        |   | 15,258,681    |   |   | 12,926,243    |  
|                                                        |   |               |   |   |               |  
|Total
      Liabilities and Shareholders Equity        | $ | 26,203,359    |   | $ | 20,035,886    |  

Contingencies and Commitments (notes 16 and 17)
  Subsequent
  events (note 21) 
  Approved on behalf of the Board:

|/s/ Dan Clozza | Director | /s/ Martin Tutschek | Director
|-------------- | -------- | ------------------- | --------
|Dan Clozza     |          | Martin Tutschek     |         

See accompanying notes to consolidated financial statements.

F-3

---

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

|                                                                         |   |               |   |   | Nine-month    |   |   |              |  
|------------------------------------------------------------------------ | - | ------------- | - | - | ------------- | - | - | ------------ | -
|                                                                         |   | Year Ended    |   |   | Period Ended  |   |   | Year Ended   |  
|                                                                         |   | September 30, |   |   | September 30, |   |   | December 31, |  
|                                                                         |   | 2008          |   |   | 2007          |   |   | 2006         |  
|                                                                         |   |               |   |   |               |   |   |              |  
|Revenues                                                                 |   |               |   |   |               |   |   |              |  
|Life
      settlement, net                                               | $ | 5,700,110     |   | $ |              |   | $ |             |  
|Membership and travel                                                    |   | 3,593,847     |   |   | 2,320,916     |   |   | 3,546,965    |  
|Interest                                                                 |   | 106,364       |   |   | 149,275       |   |   | 53,251       |  
|Miscellaneous                                                            |   | 16,943        |   |   | 102,447       |   |   | 477,482      |  
|                                                                         |   | 9,417,264     |   |   | 2,572,638     |   |   | 4,077,698    |  
|                                                                         |   |               |   |   |               |   |   |              |  
|Expenses                                                                 |   |               |   |   |               |   |   |              |  
|Wages (note 13)                                                          |   | 3,060,503     |   |   | 3,437,026     |   |   | 1,081,049    |  
|General and
      administration                                         |   | 2,259,454     |   |   | 761,610       |   |   | 1,425,227    |  
|Bad debt expense (note 5(d))                                             |   | 394,386       |   |   |              |   |   |             |  
|Commission
      costs                                                   |   | 319,488       |   |   | 518,363       |   |   | 687,784      |  
|Amortization of property and equipment                                   |   | 86,078        |   |   | 68,106        |   |   | 7,830        |  
|Amortization of purchased
      memberships (note 3(b))                  |   | 681,350       |   |   |              |   |   |             |  
|                                                                         |   | 6,801,259     |   |   | 4,785,105     |   |   | 3,201,890    |  
|                                                                         |   |               |   |   |               |   |   |              |  
|                                                                         |   |               |   |   |               |   |   |              |  
|Other Expenses                                                           |   |               |   |   |               |   |   |              |  
|Loss on sale-lease back of vehicle                                       |   | 45,040        |   |   |              |   |   |             |  
|Write off
      of access rights to wholesale priced                     |   |               |   |   |               |   |   |              |  
|condo accommodation (note 19(a))                                         |   | 27,052        |   |   |              |   |   |             |  
|Write-down of Needles
      project (note 3(a))                          |   | 250,876       |   |   |              |   |   |             |  
|                                                                         |   | 322,968       |   |   |              |   |   |             |  
|                                                                         |   |               |   |   |               |   |   |              |  
|Income/(Loss) Before
      Income Taxes                                  |   | 2,293,037     |   |   | (2,212,467    | ) |   | 875,808      |  
|Income Taxes Recovery (Expense)(note 14)                                 |   | 9,401         |   |   |              |   |   | (453         | )
|                                                                         |   |               |   |   |               |   |   |              |  
|Net Income (Loss) and Comprehensive                                      |   |               |   |   |               |   |   |              |  
|Income (loss) for Period                                                 |   | 2,302,438     |   |   | (2,212,467    | ) |   | 875,355      |  
|Deficit, Beginning of Period                                             |   | (14,213,086   | ) |   | (12,000,619   | ) |   | (12,664,990  | )
|Excess of purchase price over net asset(note 19 (b))                     |   |              |   |   |              |   |   | (210,984     | )
|Deficit, End of Period                                                   | $ | (11,910,648   | ) | $ | (14,213,086   | ) | $ | (12,000,619  | )
|                                                                         |   |               |   |   |               |   |   |              |  
|Basic earnings (loss) per share                                          | $ | 0.08          |   | $ | (0.20         | ) | $ | 0.17         |  
|Diluted earnings (loss) per share                                        | $ | 0.03          |   | $ | (0.20         | ) | $ | 0.17         |  
|                                                                         |   |               |   |   |               |   |   |              |  
|Weighted average number of common shares outstanding (note
      13 (b)) |   |               |   |   |               |   |   |              |  

See accompanying notes to consolidated financial statements.

F-4

---

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

|                                                      |   |               |   |   | Nine-month    |   |   |              |  
|----------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------ | -
|                                                      |   | Year Ended    |   |   | Period Ended  |   |   | Year Ended   |  
|                                                      |   | September 30, |   |   | September 30, |   |   | December 31, |  
|                                                      |   | 2008          |   |   | 2007          |   |   | 2006         |  
|Operating Activities                                  |   |               |   |   |               |   |   |              |  
|Net
      income/(loss)                               | $ | 2,302,438     |   | $ | (2,212,467    | ) | $ | 875,355      |  
|Items not involving cash:                             |   |               |   |   |               |   |   |              |  
|Non-cash life settlement revenue                      |   | (1,963,569    | ) |   |              |   |   |             |  
|Deferred vacation membership
      revenue            |   | (973,426      | ) |   | (829,254      | ) |   | (1,299,300   | )
|Deferred vacation membership commission costs         |   | 547,662       |   |   | 416,063       |   |   | 687,784      |  
|Amortization of property and
      equipment          |   | 86,078        |   |   | 68,106        |   |   | 7,830        |  
|Amortization of purchased membership                  |   | 681,350       |   |   |              |   |   |             |  
|Loss on sale-lease back of
      vehicle              |   | 45,040        |   |   |              |   |   |             |  
|Write off of intangibles                              |   | 27,052        |   |   |              |   |   |             |  
|Write down on Needles project                         |   | 250,876       |   |   |              |   |   |             |  
|Bad debt expense                                      |   | 394,386       |   |   |              |   |   |             |  
|Revenue recognized on advances
      against          |   |               |   |   |               |   |   |              |  
|future revenue streams                                |   |              |   |   | (17,139       | ) |   | (67,680      | )
|Stock-based compensation                              |   |              |   |   | 2,944,536     |   |   |             |  
|Unrealized foreign exchange gain                      |   |              |   |   | (644,350      | ) |   |              |  
|                                                      |   | 1,397,887     |   |   | (274,505      | ) |   | 203,989      |  
|Changes in
      non-cash operating working capital:  |   |               |   |   |               |   |   |              |  
|Accounts, notes and other
      receivables           |   | (523,162      | ) |   | 171,663       |   |   | (144,206     | )
|Life settlement receivables                           |   | (5,371,606    | ) |   |              |   |   |             |  
|Prepaid expenses                                      |   | (5,737        | ) |   | 12,208        |   |   | 11,600       |  
|Inventory - condos                                    |   |              |   |   |              |   |   | 3,433        |  
|Deferred costs                                        |   | (397,421      | ) |   | (554,543      | ) |   | (517,843     | )
|Accounts payable and accrued liabilities              |   | 398,523       |   |   | (177,763      | ) |   | (452,395     | )
|Accounts payable - other                              |   | 1,203,277     |   |   |              |   |   |             |  
|Deferred revenue                                      |   | 2,400,019     |   |   | 739,386       |   |   | 894,216      |  
|Secured borrowing                                     |   | 137,321       |   |   |              |   |   |             |  
|Deferred gain                                         |   |              |   |   |              |   |   | (81,022      | )
|                                                      |   | (2,158,786    | ) |   | 190,951       |   |   | (286,217     | )
|                                                      |   |               |   |   |               |   |   |              |  
|Cash Used in Operating Activities                     |   | (760,899      | ) |   | (83,554       | ) |   | (82,228      | )
|                                                      |   |               |   |   |               |   |   |              |  
|Investing Activities                                  |   |               |   |   |               |   |   |              |  
|Short-term
      investment                           |   |              |   |   |              |   |   | (10,710      | )
|Purchase of property and equipment                    |   | (3,075,269    | ) |   | (1,882,212    | ) |   | (2,689,738   | )
|Purchase of
      intangible property                 |   |              |   |   | (32,425       | ) |   |             |  
|Purchase of investments                               |   | (3,602,913    | ) |   |              |   |   |             |  
|Purchase of
      life settlement investments         |   | (1,548,070    | ) |   |              |   |   |             |  
|Organization costs                                    |   | (108,580      | ) |   | (149,976      | ) |   |             |  
|Cash Used in Investing Activities                     |   | (8,334,832    | ) |   | (2,064,613    | ) |   | (2,700,448   | )
|                                                      |   |               |   |   |               |   |   |              |  
|Financing Activities                                  |   |               |   |   |               |   |   |              |  
|Net proceeds received on share issuance               |   | 30,000        |   |   | 9,391,996     |   |   |             |  
|Amounts due
      to (from) related parties           |   | 309,448       |   |   |              |   |   | 199,684      |  
|Loans from related parties                            |   |              |   |   | (42,047       | ) |   | 91,223       |  
|Current
      portion of long-term debt               |   | 132,991       |   |   | 178,304       |   |   | 49,263       |  
|Long-term debt                                        |   | 226,882       |   |   | 602,866       |   |   | 2,704,525    |  
|Reduction
      in capital stock on disposal of asset |   |              |   |   |              |   |   | (350,000     | )
|Adjustment to accumulated
      deficit               |   |              |   |   |              |   |   | (210,984     | )
|Cash Provided by Financing Activities                 |   | 699,321       |   |   | 10,131,119    |   |   | 2,483,711    |  
|                                                      |   |               |   |   |               |   |   |              |  
|Increase (Decrease) in Cash                           |   | (8,396,410    | ) |   | 7,982,952     |   |   | (298,965     | )
|Cash and Cash Equivalents, Beginning of Period        |   | 8,624,205     |   |   | 641,253       |   |   | 940,218      |  
|                                                      |   |               |   |   |               |   |   |              |  
|Cash and Cash Equivalents, End of Period              | $ | 227,795       |   | $ | 8,624,205     |   | $ | 641,253      |  

Supplemental cash flow information (note 20) 
  See
  accompanying notes to consolidated financial statements

F-5

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended
      September 30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|1. | Nature of Operations and Ability to Continue as a
      Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company was incorporated on September 22, 1995 under
      the Business Corporations Act(British Columbia) and commenced
      operations on that date. On October 2, 1997, the Company was continued
      under the laws of the Province of Ontario. Effective February 26, 1999,
      the Company changed its name from Snowbird Vacations International Inc. to
      inTRAVELnet.com inc. and on April 17, 2002, the Companys name was changed
      to Forum National Investments Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company earns revenue from investments in life
      settlement contracts, the sale of travel and fitness club membership and
      monthly dues from the members of its travel and fitness clubs. As at
      September 30, 2008, the Company has accumulated deficit of $11,910,648 and
      working capital of $2,045,143. The Company anticipates incurring
      substantial expenditures to further develop its life settlement line of
      business. The Companys cash flow from operating activities may not be
      sufficient to satisfy its obligations as they come due and meet the
      requirements of its capital investment programs and covenants on its long
      term debt. The continued existence of the Company is dependent upon its
      ability to generate profit from its life settlement and vacation club
      business lines to meet its obligations as they become due. The Company
      intends to finance the future capital required to acquire life settlement
      contracts and continued operations from a combination of traditional debt,
      equity markets and cash flow from operations. However, there is no
      assurance that (a) traditional debt and equity markets may be accessible
      as required, or if so, on acceptable terms and, or (b) the demand for and
      selling prices of the Companys products, may not be sufficient to meet
      cash flow. The outcome of these matters cannot be predicted with certainty
      and therefore the Company may not be able to continue operations as
      planned. These consolidated financial statements do not include any
      adjustments to the amounts and classification of assets and liabilities
      that may be necessary should the Company be unable to continue as a going
      concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Incorporating
      Date of
        AcquisitionSubsidiaries
      Jurisdiction
      or
        IncorporationinTRAVELnet.com inc.
      Alberta, Canada
      November 9, 1999Intravelnet Ltd.
      Ontario, Canada
      July 25, 2003ATM Travel Group Ltd. (ATM)
      British Columbia, Canada
      April 3, 2000International Fitness Vacations (BC) Ltd.
      British Columbia, Canada
      December 31, 2006(note 19)Price Shield Systems Inc. (note 19)
      Washington State, USA
      February 27, 2007American Life Settlement Society LLC
      State of Delaware, USA
      November 15, 2007


F-6

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|2. | Significant Accounting Policies
      (continued)
|-- | -------------------------------------------------
|   |                                                  
|   | (a)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   | (b)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   | (c)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   | (d)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   | (e)                                              
|   |                                                  
|   |                                                  

F-7

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|2. | Significant Accounting Policies
      (continued)
|-- | -------------------------------------------------
|   |                                                  
|   | (e)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  

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

| | (f) | Deferred organization costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | The Company defers the costs relating to the structuring
      of a proposed trust to fund future growth of the life settlement business.
      The costs of setting up the trust will be amortized once the proposed
      trust is operational. The Company expects the trust to be operational
      during 2009.                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | Purchased intangibles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | The Company defers and amortizes the cost of purchased
      intangibles, which consists of a license to purchase condo accommodation
      at wholesale prices. Amortization is provided on a straight-line basis
      over a period of ten years.                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | Tangible assets acquired in a business combination are
      identified and recognized apart from goodwill when they arise from either
      contractual enterprise and sold, transferred, licensed, rented or
      exchanged, either individually or with a group of related assets or
      liabilities. Intangible assets with definite lives are amortized over
      their estimated useful lives. When the carrying amount of goodwill exceeds
      the implied fair value of the goodwill, an impairment loss is recognized
      in the statement of operations. The Company has identified two reporting
      units.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h) | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | Monetary assets and liabilities denominated in foreign
      currency have been translated into Canadian dollars at exchange rates in
      effect at the balance sheet date and non-monetary items are translated at
      rates of exchange in effect when the assets were acquired or obligations
      incurred. Revenues and expenses are translated at the rates in effect at
      the time of the transaction. Foreign exchange gains and losses are
      included in the determination of net income or loss for the
      period.                                                                                    

F-8

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|2. | Significant Accounting Policies
      (continued)
|-- | -------------------------------------------------
|   |                                                  
|   | (i)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   | (i)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   | (k)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   | (l)                                              
|   |                                                  
|   |                                                  

F-9

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|2. | Significant Accounting Policies
      (continued)
|-- | -------------------------------------------------
|   |                                                  
|   | (m)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   | (n)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   | (o)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   | (p)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   | (q)                                              
|   |                                                  
|   |                                                  

F-10

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|2. | Significant Accounting Policies
      (continued)
|-- | -------------------------------------------------
|   |                                                  
|   | (q)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  

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

F-11

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|2. | Significant Accounting Policies
      (continued)
|-- | -------------------------------------------------
|   |                                                  
|   | (q)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   | (r)                                              
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  

F-12

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|3. | Investments
|-- | -----------
|   |            
|   | (a)        
|   |            
|   | (b)        
|   |            
|   |            

| | Purchase price            | $ | 3,052,866 | 
| | ------------------------- | - | --------- | 
| |                           |   |           | 
| | Purchase price allocation |   |           | 
| | Notes receivable          |   | 450,066   | 
| | Vacation club membership  |   | 2,602,800 | 
| |                           |   |           | 
| | Total                     | $ | 3,052,866 | 

Purchased memberships are amortized
  over the remaining term of the membership up to a maximum of 5 years. During the
  year ended September 30, 2008 the Company amortized $681,350 (nine month period
  ended September 30, 2007 - $ nil) in statements of operations.

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

Total investments as at September 30,
  2008 and 2007 are:

| | Investments                        |   | 2008      |  |   | 2007 | 
| | ---------------------------------- | - | --------- |  | - | ---- | 
| | Needles Real Estate development    | $ | 752,624   |  | $ | -    | 
| | Family Vacation
      Centers Inc. |   | 1,918,062 |  |   | -    | 
| |                                    | $ | 2,670,686 |  | $ | -    | 

F-13

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|4. | Business segments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Transactions among reportable segments are recorded at
      cost. The Company is an integrated enterprise characterized by substantial
      intersegment cooperation and cost allocations, therefore, management does
      not represent that these segments, if operated independently, would report
      the operating income and financial information shown. The allocations
      resulting from the shared utilization of shared assets are not necessarily
      indicative of the underlying activity for segment assets, depreciation and
      amortization, and capital expenditures.

| | (a) | Net sales
| | --- | ---------

| | Net sales                 |   | Year ended    |  |   | Nine months     |  |   | Year ended   | 
| | ------------------------- | - | ------------- |  | - | --------------- |  | - | ------------ | 
| |                           |   | September 30, |  |   | ended September |  |   | December 31, | 
| |                           |   | 2008          |  |   | 30, 2007        |  |   | 2006         | 
| |                           |   |               |  |   |                 |  |   |              | 
| | Life Settlements          | $ | 5,700,110     |  | $ |                |  | $ |             | 
| | Vacation Clubs            |   | 3,593,897     |  |   | 2,320,916       |  |   | 3,546,965    | 
| | Corporate and unallocated |   | 123,307       |  |   | 251,722         |  |   | 530,733      | 
| |                           |   |               |  |   |                 |  |   |              | 
| | Total Company             | $ | 9,417,264     |  | $ | 2,572,638       |  | $ | 4,077,698    | 

| | (b) | Operating income
| | --- | ----------------

| | Net Income
      (loss)   |   | Year ended    |   |   | Nine months     |   |   | Year ended   | 
| | ------------------------- | - | ------------- | - | - | --------------- | - | - | ------------ | 
| |                           |   | September 30, |   |   | ended September |   |   | December 31, | 
| |                           |   | 2008          |   |   | 30, 2007        |   |   | 2006         | 
| |                           |   |               |   |   |                 |   |   |              | 
| | Life Settlements          | $ | 5,700,110     |   | $ |                |   | $ |             | 
| | Vacation Clubs            |   | 13,576        |   |   | 518,363         |   |   | 687,784      | 
| | Corporate and unallocated |   | (3,411,248    | ) |   | (2,730,830      | ) |   | 188,024      | 
| |                           |   |               |   |   |                 |   |   |              | 
| | Total Company             | $ | 2,302,438     |   | $ | (2,212,467      | ) | $ | 875,808      | 

| | (c) | Assets
| | --- | ------

| | Assets                    |   | As at         |  |   | As at      |  |  |   | 
| | ------------------------- | - | ------------- |  | - | ---------- |  |  | - | 
| |                           |   | September 30, |  |   | September  |  |  | , | 
| |                           |   | 2008          |  |   | 30, 2007   |  |  |   | 
| |                           |   |               |  |   |            |  |  |   | 
| | Life Settlements          | $ | 9,141,800     |  | $ | 149,976    |  |  |   | 
| | Vacation Clubs            |   | 3,871,387     |  |   | 1,851,909  |  |  |   | 
| | Corporate and unallocated |   | 13,190,172    |  |   | 18,034,001 |  |  |   | 
| |                           |   |               |  |   |            |  |  |   | 
| | Total Company             | $ | 26,203,359    |  | $ | 20,035,886 |  |  |   | 

F-14

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|4. | Business segments
      (continued)
|-- | -----------------------------------

| | (d) | Capital expenditure
| | --- | -------------------

| | Capital
      expenditure |   | Year ended    |  |   | Nine months     |  |   | Year ended   | 
| | ------------------------- | - | ------------- |  | - | --------------- |  | - | ------------ | 
| |                           |   | September 30, |  |   | ended September |  |   | December 31, | 
| |                           |   | 2008          |  |   | 30, 2007        |  |   | 2006         | 
| |                           |   |               |  |   |                 |  |   |              | 
| | Life Settlements          | $ | 1,548,070     |  | $ | 149,976         |  | $ |             | 
| | Vacation Clubs            |   | 3,602,913     |  |   |                |  |   |             | 
| | Corporate and unallocated |   | 3,183,849     |  |   | 1,914,637       |  |   | 2,700,448    | 
| |                           |   |               |  |   |                 |  |   |              | 
| | Total Company             | $ | 8,334,832     |  | $ | 2,064,613       |  | $ | 2,700,448    | 

| | (e) | Deprecation and Amortization
| | --- | ----------------------------

| | Depreciation and
      amortization |   | Year ended    |  |   | Nine months     |  |   | Year ended   | 
| | ----------------------------------- | - | ------------- |  | - | --------------- |  | - | ------------ | 
| |                                     |   | September 30, |  |   | ended September |  |   | December 31, | 
| |                                     |   | 2008          |  |   | 30, 2007        |  |   | 2006         | 
| |                                     |   |               |  |   |                 |  |   |              | 
| | Life Settlements                    | $ |              |  | $ |                |  | $ |             | 
| | Vacation Clubs                      |   | 681,350       |  |   |                |  |   |             | 
| | Corporate and unallocated           |   | 86,078        |  |   | 68,106          |  |   | 7,830        | 
| |                                     |   |               |  |   |                 |  |   |              | 
| |                                     |   |               |  |   |                 |  |   |              | 
| | Total Company                       | $ | 767,428       |  | $ | 68,106          |  | $ | 7,830        | 

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

F-15

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|5. | Financial Instruments                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                  
|   | The companys financial instruments and the types of
      risks to which their carrying values are exposed are as
      follows:

| |                                                |        |           |               | Risks       
| | ---------------------------------------------- | ------ | --------- | ------------- | ------------
| |                                                |        |           |               | Market risks
| |                                                | Credit | Liquidity | Interest rate | Currency    
| | Measured at amortized cost:                    |        |           |               |             
| | Accounts & notes receivable                    | X      |           |               | X           
| | Other
      receivables                        | X      |           |               | X           
| | Accounts payable and accrued
      liabilities |        | X         |               | X           
| | Convertible
      debentures                   |        | X         |               | X           
| | Long term debt                                 |        | X         |               | X           
| | Loans form
      related parties               |        | X         |               | X           
| |                                                |        |           |               |             
| | Measured at fair value:                        |        |           |               |             
| | Cash and cash equivalents                      | X      |           |               | X           
| | Short- tem
      deposits                      | X      |           |               |             
| | Loans from related parties                     | X      |           |               | X           

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

| |                               |   | September 30, | 
| | ----------------------------- | - | ------------- | 
| |                               |   | 2008          | 
| |                               |   |               | 
| | Cash and cash equivalents     | $ | 227,795       | 
| | Short-term deposits           |   | 14,210        | 
| | Accounts and notes receivable |   | 749,612       | 
| | Life settlement receivable    |   | 5,371,606     | 
| | Other receivables             |   | 4,981         | 
| |                               |   |               | 
| | Total                         | $ | 6,368,204     | 

F-16

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|5. | Financial Instruments
      (continued)
|-- | ---------------------------------------

| | (a) | Credit risk (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | Cash and cash equivalents and short term deposits:Credit risk associated with these assets is minimized substantially by
      ensuring that these financial assets are placed in debt instruments of the
      well-capitalized financial institutions.                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | Amounts and notes receivable and Other receivables:Credit risk associated with these assets is minimized due to their
      nature. All notes receivable are carried a net after allowing for bad
      debts and unearned interest. The provision for doubtful amounts receivable
      is an estimate based on an assessment of individual accounts and the
      length of time balances have been outstanding. As of September 30, 2008
      the allowance for doubtful accounts totaled $150,557 (2007 $ 96,530).
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | Life settlement receivable:Credit risk associated
      with this asset is minimized by ensuring investments are made in
      instruments from well-capitalized insurance institutions.                                                                                                                                                                                                                                                                                                                               

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

Expected
        payments by period as at September 30, 2008MoreWithin 1 yr
      
      
      2-3 yrs
      
      
      4-5
        yrs
      
      
      than
        5 yrs
      
      
      TotalAccounts payable andaccrued liabilities
      $
      897,955
      
      
      
      
      
      
      
      
      
      
      $
      897,595Accounts payable  other
      
      1,203,277
      
      
      
      
      
      
      
      
      
      
      
      1,203,277Life settlement premiums *
      
      1,313,713
      
      
      2,627,426
      
      
      2,627,426
      
      
      
      
      
      6,568,565Lease and contracts
      
      107,164
      
      
      96,190
      
      
      11,666
      
      
      
      
      
      215,020Total
      $
      3,522,109
      
      $
      2,723,616
      
      $
      2,639,092
      
      
      
      
      $
      8,884,817


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

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

F-17

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|5. | Financial Instruments (continued)
|-- | ---------------------------------
|   |                                  
|   | (c)                              
|   |                                  
|   |                                  
|   |                                  
|   |                                  

Foreign Currency Risk(1)-25%(1)
      
      
      
      
      
      +25%(1)Carrying amount
      
      
      Net
      
      
      
      
      
      NetSeptember 30, 2008
      
      
      earnings
      
      
      OCI(2)
      
      
      earnings
      
      
      OCIFinancial assetsCash and cash equivalents
      
      227,795
      
      
      (56,949
      )
      
      
      
      
      56,949
      
      
      Life Settlements receivable
      
      5,371,606
      
      
      (1,342,902
      )
      
      
      
      
      1,342,902
      
      
      Financial liabilitiesLong term debt  current
      
      363,756
      
      
      90,939
      
      
      
      
      
      (90,939
      )
      
      Long term debt  non current
      
      4,211,715
      
      
      1,052,929
      
      
      
      
      
      (1,052,929
      )
      
      Total (decrease) increase
      
      
      
      
      (255,983
      )
      
      
      
      
      255,983
      
      
      


| | (1) | Displayed is the effects on the Companys US dollar
      denominated financial assets and liabilities if the value of the US $
      increases or decreases by 25%:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                     
| | (2) | OCI  Other comprehensive income                                                                                                                                   

The Company is exposed to currency
  risk in relation to their US dollar financing referred to in note 12 and the
  Life Settlement investments (note 6) denominated in US dollars. The Company has
  not entered into any foreign currency contracts to mitigate this risk.

F-18

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|5. | Financial Instruments (continued)                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|6. | Investments in Life settlements                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The company purchases life settlement contracts for long
      term investment purposes and accounts for these investments under CICA HB
      3855. The Company designated the investments in life settlement contracts
      as held-for-trading and are recorded at fair value on each reporting
      dates. As of September 30, 2008 the Company has the following investment
      in life settlement contracts:

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

| |      |  | Carrying  |  |  | Premiums  |  |  | Face       | 
| | ---- |  | --------- |  |  | --------- |  |  | ---------- | 
| | Year |  | value     |  |  | payable   |  |  | value      | 
| |      |  |           |  |  |           |  |  |            | 
| | 2008 |  | 3,511,639 |  |  | 1,313,713 |  |  | 27,483,207 | 

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

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

| |      |  | Realized             |  |  | Unrealized           | 
| | ---- |  | -------------------- |  |  | -------------------- | 
| | Year |  | Gains
      (Losses) |  |  | Gains
      (Losses) | 
| |      |  |                      |  |  |                      | 
| | 2006 |  | -                    |  |  | -                    | 
| | 2007 |  | -                    |  |  | -                    | 
| | 2008 |  | 4,681,237            |  |  | 1,018,873            | 

F-19

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|7. | Property and Equipment
|-- | ----------------------

| |                        |   |            |  |   | Accumulated  |  |   | Net Book   | 
| | ---------------------- | - | ---------- |  | - | ------------ |  | - | ---------- | 
| | September 30, 2008     |   | Cost       |  |   | Amortization |  |   | Value      | 
| |                        |   |            |  |   |              |  |   |            | 
| | Motor vessel           | $ | 11,746,281 |  | $ |             |  | $ | 11,746,281 | 
| | Vehicles               |   | 75,000     |  |   | 10,417       |  |   | 64,583     | 
| | Equipment              |   | 217,311    |  |   | 76,955       |  |   | 140,356    | 
| | Computers              |   | 7,737      |  |   | 5,628        |  |   | 2,109      | 
| | Leasehold improvements |   | 147,792    |  |   | 53,619       |  |   | 94,173     | 
| |                        |   |            |  |   |              |  |   |            | 
| |                        | $ | 12,194,121 |  | $ | 146,620      |  | $ | 12,047,502 | 

| |                              |   |           |  |   | Accumulated  |  |   | Net Book  | 
| | ---------------------------- | - | --------- |  | - | ------------ |  | - | --------- | 
| | September 30, 2007           |   | Cost      |  |   | Amortization |  |   | Value     | 
| |                              |   |           |  |   |              |  |   |           | 
| | Motor vessel                 | $ | 8,796,989 |  | $ |             |  | $ | 8,796,989 | 
| | Equipment                    |   | 211,373   |  |   | 35,595       |  |   | 175,778   | 
| | Computers                    |   | 7,737     |  |   | 4,692        |  |   | 3,045     | 
| | Leasehold
      improvements |   | 147,792   |  |   | 23,477       |  |   | 124,315   | 
| |                              |   |           |  |   |              |  |   |           | 
| |                              | $ | 9,163,891 |  | $ | 63,764       |  | $ | 9,100,127 | 

|   | At September 30, 2008, the Companys motor vessel is
      under construction and its cost is therefore not being
      amortized.
|-- | ----------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                   
|8. | Intangibles                                                                                                                       

| |                                                                 |   | September 30, |   |   | September 30, |  
| | --------------------------------------------------------------- | - | ------------- | - | - | ------------- | -
| |                                                                 |   | 2008          |   |   | 2007          |  
| |                                                                 |   |               |   |   |               |  
| | Purchased access rights to wholesale price
      condo (note 3) | $ | 32,425        |   | $ | 32,425        |  
| | Accumulated amortization                                        |   | (5,373        | ) |   | (2,149        | )
| | Impairment write-down                                           |   | (27,052       | ) |   | -             |  
| |                                                                 |   |               |   |   |               |  
| |                                                                 | $ |              |   | $ | 30,276        |  

|9. | Deferred Revenue
|-- | ----------------

| |                             |   | September 30, |  |   | September 30, | 
| | --------------------------- | - | ------------- |  | - | ------------- | 
| |                             |   | 2008          |  |   | 2007          | 
| | Deferred membership sales   | $ | 3,492,166     |  | $ | 2,065,573     | 
| | Less: Current
      portion |   | 1,088,003     |  |   | 675,895       | 
| |                             | $ | 2,404,163     |  | $ | 1,389,678     | 
| | Deferred costs              | $ | 1,888,695     |  | $ | 1,907,338     | 
| | Accumulated amortization    |   | 547,662       |  |   | 416,063       | 
| |                             | $ | 1,341,033     |  | $ | 1,491,275     | 

F-20

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|9.  | Deferred Revenue (continued)                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The deferred membership sales and dues relates to the
      portion of revenue, which entitles members to use the Companys vacation
      and travel club privileges at a future date up to September 30, 2013. Life
      time memberships are amortized over 5 years, managements best estimate,
      based on historical data, of the period over which performance will be
      required. The revenue is recognized as indicated in note 2(b).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Deferred commission expenses are recognized and amortized
      as indicated in note 2(f).                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | During 2008, the Company entered into travel club
      membership agreements with a total value of $2,400,019 (2007 - $739,788;
      2006 - $784,845). As described in note 2(b), the revenue from these
      memberships are recognized in the year of purchase evenly over the term of
      the membership.                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10. | Advances against Future Revenue Streams                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | During the year ended September 30, 2008, the Company
      sold future streams of revenue as described in note 3(h). The activity is
      summarized as follows:                                                                                                                                                                                                                                                                                    

| |                                                            |   | September 30, |   |   | September 30, |  
| | ---------------------------------------------------------- | - | ------------- | - | - | ------------- | -
| |                                                            |   | 2008          |   |   | 2007          |  
| |                                                            |   |               |   |   |               |  
| | Balance, beginning of period                               | $ | 8,182         |   | $ | 25,321        |  
| | Recognition of
      membership revenues during the period |   | (8,182        | ) |   | (17,139       | )
| |                                                            |   |               |   |   |               |  
| | Balance, end of
      period                               | $ |              |   | $ | 8,182         |  

|11. | Debentures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Between April 19 and December 15, 2000, the Company
      issued convertible debentures in the aggregate amount of approximately
      $98,000 to friends and family of former officers and directors of the
      Company. The debentures matured between April 19 and December 15, 2002,
      are no longer convertible, no longer continue to bear interest and $34,310
      remained unpaid since that date. The Company has been unable to contact
      the debenture holders. The holder of a debenture had the right at any time
      after the issuance until maturity to voluntarily convert to common shares
      of the issuer at a rate of US $6.00 to US $12.50 per common share per
      share. The debentures are fully matured as of 2002. As of September 30,
      2008 and 2007, accrued interest on the debentures amounted to
      approximately $6,176.

F-21

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|12. | Long-Term Debt                                                                             
|--- | -------------------------------------------------------------------------------------------
|    |                                                                                            
|    | The Company has secured a long-term loan to complete the
      refit project of the vessel.

| |                                                                       |   | September 30, |   |   | September 30, |  
| | --------------------------------------------------------------------- | - | ------------- | - | - | ------------- | -
| |                                                                       |   | 2008          |   |   | 2007          |  
| | Construction loan in US funds to complete
      vessel refit project, |   |               |   |   |               |  
| | convertible into a permanent loan at
      completion, amortizing     |   |               |   |   |               |  
| | over 18 years bearing interest
      at 7% APR for a 5 year term      | $ | 4,504,575     |   | $ | 4,215,598     |  
| | Lease financing against motor vehicle                                 |   | 70,896        |   |   |              |  
| | Less: Current portion                                                 |   | (363,756      | ) |   | (227,567      | )
| | Long-term portion                                                     | $ | 4,211,715     |   | $ | 3,988,031     |  

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

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

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

| |                            | Construction loan | Vehicle lease  | Total            
| | -------------------------- | ----------------- | -------------- | -----------------
| | 2009                       | $ 347,341         | $ 16,415       | $ 363,756        
| | 2010                       | 521,011           | 14,482         | 535,493          
| | 2011                       | 521,011           | 39,999         | 561,010          
| | 2012                       | 521,011           | -              | 521,011          
| | 2013                       | 521,011           | -              | 521,011          
| | Thereafter                 | 2,073,190         | -              | 2,073,190        
| |                            |                   |                |                  
| | Total long term
      debt | $
      4,504,575 | $
      70,896 | $
      4,575,471

F-22

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|13. | Capital Stock
|--- | -------------
|    |              
|    | (a)          
|    |              
|    |              
|    |              
|    |              
|    |              
|    |              
|    |              
|    | (b)          

| |                                   |  | Number
      of |  |   |            |  
| | --------------------------------- |  | --------------- |  | - | ---------- | -
| |                                   |  | Common          |  |   |            |  
| |                                   |  | Shares          |  |   | Amount     |  
| |                                   |  |                 |  |   |            |  
| | Balance, December 31, 2006        |  | 4,644,661       |  | $ | 14,802,797 |  
| | Forward share split - 3-for-1 (i) |  | 9,289,322       |  |   |           |  
| | Private placement (ii)            |  | 11,000,000      |  |   | 5,773,918  |  
| | Private placement (iii)           |  | 3,500,000       |  |   | 3,650,396  |  
| | Share issue costs                 |  |                |  |   | (32,318    | )
| |                                   |  |                 |  |   |            |  
| | Balance, September 30, 2007       |  | 28,433,983      |  |   | 24,194,793 |  
| | Stock options
      exercised     |  | 30,000          |  |   | 30,000     |  
| |                                   |  |                 |  |   |            |  
| | Balance, September
      30, 2008 |  | 28,463,983      |  | $ | 24,224,793 |  

| | (i)   | On April 16, 2007, the Company's common shares were
      forward split on a three new for one old basis.                                                                                         
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                   
| | (ii)  | On June 29, 2007, the Company completed a private
      placement and issued 11,000,000 common shares of the Company at US $0.50
      per share for gross proceeds of $5,773,918 (US $5,500,000).
| |       |                                                                                                                                                                                                   
| | (iii) | On July 4, 2007, the Company completed a private
      placement and issued 3,500,000 common shares at US $1.00 per share for
      gross proceeds of $3,650,396 (US $3,500,000).                 

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

| |                            |  | Year ended    |  |  | Nine months     |  |  | Year ended   | 
| | -------------------------- |  | ------------- |  |  | --------------- |  |  | ------------ | 
| |                            |  | September 30, |  |  | ended September |  |  | December 31, | 
| |                            |  | 2008          |  |  | 30, 2007        |  |  | 2006         | 
| |                            |  |               |  |  |                 |  |  |              | 
| | Basic                      |  | 28,447,808    |  |  | 11,140,573      |  |  | 5,098,086    | 
| | Diluted common
      stock |  | 90,435,932    |  |  | 11,140,573      |  |  | 5,098,086    | 

F-23

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|13. | Capital Stock (continued)                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                             
|    | Diluted weighted average common stock includes common
      stock issuable if Series A and Series B preferred shares are converted and
      2,805,000 stock options outstanding are exercised assuming that any
      proceeds would be used to purchase common stocks at the average market
      price during the period.
|    |                                                                                                                                                                                                                                                                                                                             
|    | (c)                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                             
|    | (d)                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                             

| |                                                                     |  | Number           |   |   | Exercise           | 
| | ------------------------------------------------------------------- |  | ---------------- | - | - | ------------------ | 
| |                                                                     |  | of
      Options |   |   | Price
      (US $) | 
| |                                                                     |  |                  |   |   |                    | 
| | Balance, January 31, 2007                                           |  |                 |   | $ |                   | 
| | Granted during the
      nine month period ended September 30, 2007 |  | 2,835,000        |   |   | 1.00               | 
| |                                                                     |  |                  |   |   |                    | 
| | Balance, October 01, 2007                                           |  | 2,835,000        |   | $ | 1.00               | 
| | Exercised during the year ended September 30, 2008                  |  | (30,000          | ) | $ | 1.00               | 
| |                                                                     |  |                  |   |   |                    | 
| | Balance, September 30, 2008                                         |  | 2,805,000        |   | $ | 1.00               | 

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

Options Outstanding
      
      
      Options ExercisableExercise
      
      Number
      
      
      Remaining
      
      
      Number
      
      
      ExercisePrice (US $)
      
      of
        Options
      
      
      Contractual Life
      
      
      of
        Options
      
      
      Price
        (US $)$1.00
      
      2,805,000
      
      
      3.75 years
      
      
      2,805,000
      
      $
      1.00


F-24

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|13. | Capital Stock (continued)
|--- | -------------------------
|    |                          
|    | (d)                      
|    |                          
|    |                          

| |                     |  | September 30, 2007 | 
| | ------------------- |  | ------------------ | 
| |                     |  |                    | 
| | Dividend rate       |  |                   | 
| | Expected volatility |  | 209%               | 
| | Interest rate       |  | 4.88%              | 
| | Expected life       |  | 5 years            | 

| | (e) | Contributed surplus
| | --- | -------------------

| | Balance, January 01, 2007                  | $ |          | 
| | ------------------------------------------ | - | --------- | 
| | Stock-based
      compensation             |   | 2,944,536 | 
| |                                            |   |           | 
| | Balance, September
      30, 2007 and 2008 | $ | 2,944,536 | 

|14. | Income Taxes                                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                       
|    | The reconciliation of income tax provision computed at
      statutory rates to the reported income tax provision is as
      follows:

| |                                                           |   |               |   |   | Nine
      month |   |   |              |  
| | --------------------------------------------------------- | - | ------------- | - | - | ---------------- | - | - | ------------ | -
| |                                                           |   | Year ended    |   |   | period ended     |   |   | Year ended   |  
| |                                                           |   | September 30, |   |   | September 30,    |   |   | December 31, |  
| |                                                           |   | 2008          |   |   | 2007             |   |   | 2006         |  
| |                                                           |   |               |   |   |                  |   |   |              |  
| | Statutory income tax rate                                 |   | 31.5%         |   |   | 33.9%            |   |   | 33.8%        |  
| |                                                           |   |               |   |   |                  |   |   |              |  
| | Statutory rate applied to
      income (loss) from        |   |               |   |   |                  |   |   |              |  
| | operations before
      income taxes                      | $ | 722,307       |   | $ | (750,026         | ) | $ | 296,023      |  
| | Permanent differences                                     |   | (1,778,160    | ) |   | 1,007,468        |   |   | 20,058       |  
| | Large corporations tax and other                          |   |              |   |   |                 |   |   |             |  
| | Non-capital losses not
      previously recognized        |   | 859,047       |   |   |                 |   |   |             |  
| | Cost (benefit) of previously unrecognized tax
      pools |   |              |   |   | (145,279         | ) |   | (315,628     | )
| | Tax effect of depreciation
      and amortization         |   |               |   |   |                  |   |   |              |  
| | in excess of
      capital cost allowance                 |   | (96,845       | ) |   | (112,163         | ) |   |             |  
| | Tax effect of write down in investments                   |   | 293,651       |   |   |                  |   |   |              |  
| |                                                           |   |               |   |   |                  |   |   |              |  
| | Income tax expense                                        | $ |              |   | $ |                 |   | $ | 453          |  
| |                                                           |   |               |   |   |                  |   |   |              |  
| | Comprising:                                               |   |               |   |   |                  |   |   |              |  
| |                                                           |   |               |   |   |                  |   |   |              |  
| | Income taxes (recovery)
      expense  current           | $ |              |   | $ |                 |   | $ | 453          |  
| | Income taxes  future                                     | $ |              |   | $ |                 |   | $ |             |  

F-25

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|14. | Income Taxes (continued)                                                                  
|--- | ------------------------------------------------------------------------------------------
|    |                                                                                           
|    | The significant components of the Companys future income
      tax assets are as follows:

| |                                                       |   | September 30, |   |   | September 30, |  
| | ----------------------------------------------------- | - | ------------- | - | - | ------------- | -
| |                                                       |   | 2008          |   |   | 2007          |  
| |                                                       |   |               |   |   |               |  
| | Future income tax assets:                             |   |               |   |   |               |  
| | Non-capital loss carry
      forwards                 | $ | 1,649,664     |   | $ | 1,397,920     |  
| | Investments                                           |   | 116,528       |   |   |              |  
| | Capital loss carry
      forwards                     |   | 193,612       |   |   | 378,127       |  
| | Excess
      (deficiency) of tax cost over book value |   |               |   |   |               |  
| | of tangible assets                                    |   | (627,775      | ) |   | 178,155       |  
| | Excess
      (deficiency) of tax cost over book value |   |               |   |   |               |  
| | of intangible assets                                  |   | 429,711       |   |   |              |  
| |                                                       |   |               |   |   |               |  
| |                                                       |   |               |   |   |               |  
| |                                                       |   | 1,761,740     |   |   | 1,954,202     |  
| | Valuation
      allowance                             |   | (1,761,740    | ) |   | (1,954,202    | )
| |                                                       |   |               |   |   |               |  
| | Future income
      taxes, net                        | $ |              |   | $ |              |  

|   | The ultimate realization of the future tax assets is
      dependent upon the generation of future taxable income during the periods
      in which those temporary differences become deductible. In assessing the
      reliability of future tax assets, management considers whether it is more
      likely than not that some or all of the future tax assets will be
      realized. Where management does not believe that realization is more
      likely than not, a valuation allowance is provided.                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company has non-capital income tax loss carry
      forwards of approximately $2,723,879 available to reduce future years
      taxable income expiring between 2008 and 2027.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company has a capital loss carry-forward of
      approximately $1,229,281 [utilized in 2008].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The accounting estimates related to the liability
        for uncertain tax positions require us to make judgments regarding the
        sustainability of each uncertain tax position based on its technical merits.
        If we determine it is more likely than not a tax position will be sustained
        based on its technical merits, we record the impact of the position in
        our audited consolidated financial statements at the largest amount that
        is greater than 50% likely of being realized upon ultimate settlement.
        These estimates are updated at each reporting date based on the facts,
        circumstance and information available.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Actual income tax expense, income tax assets and liabilities could vary due to future changes in income tax laws, significant changes in the taxability of certain proceeds received by the Company particularly between Canadian and US jurisdictions, or unpredicted results from the final assessment of each year’s liability, if any, by various taxing authorities.                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|15 | Capital Management Policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Companys objective when managing capital are; to
      safeguard the Companys ability to continue as a going concern in order to
      achieve profitable operations and to maintain optimal capital structure,
      while ensuring the Company strategic objectives are met; and to provide an
      appropriate return to shareholders relative to the risk of the Companys
      underlying assets.                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company considers the items included in shareholders
      equity as capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-26

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|16. | Commitments                                                
|--- | -----------------------------------------------------------
|    |                                                            
|    | In addition to other obligations disclosed
      elsewhere:
|    |                                                            
|    | (a)                                                        

| | 2009  | $ | 78,044  | 
| | ----- | - | ------- | 
| | 2010  |   | 67,718  | 
| | 2011  |   | 13,352  | 
| | 2012  |   | 6,333   | 
| | 2013  |   | 5,333   | 
| |       |   |         | 
| | Total | $ | 170,780 | 

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

| | 2009  | $ | 29,120 | 
| | ----- | - | ------ | 
| | 2010  |   | 15,120 | 
| |       |   |        | 
| | Total | $ | 44,240 | 

|17. | Contingent liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Company has been named as a defendant with respect to
      injuries sustained at a travel seminar organized by a person licensed to
      sell travel memberships on behalf of the Company. Forum in conjunction
      with its insurance company has defended the claim, on the basis that it
      neither conducted its business from the premises at issue nor organized
      the seminar at issue. Forum considers the above suit frivolous, a
      nuisance, and without merit. Accordingly, it is not possible at this time
      to assess the likelihood of recovery or to estimate the possible quantum
      of damages. The Company has liability insurance to mitigate any financial
      loss to the Company.

F-27

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|18. | Related Party Transactions                                                                                                                        
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                   
|    | In addition to related party transactions disclosed
      elsewhere in these financial statements, the following transactions have
      occurred:
|    |                                                                                                                                                   
|    | (a)                                                                                                                                               
|    |                                                                                                                                                   
|    | (b)                                                                                                                                               
|    |                                                                                                                                                   
|    | (c)                                                                                                                                               
|    |                                                                                                                                                   
|    | (d)                                                                                                                                               

|        | All of the above transactions and
      balances are in the normal course of operations and measured at the
      exchange amount, which is the amount of consideration established and
      agreed to by the related parties.
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                
|**19.** | Acquisitions                                                                                                                                                                                                                   

| | (a) | Effective February 27, 2007, the Company acquired 100% of
      the issued and outstanding capital stock of a Washington state company,
      Price Shield Systems Inc., at fair market value in the amount of $32,425.
      The amount has been allocated to intangibles as the Company had no other
      assets and liabilities. The acquired company owns access rights to
      wholesale priced condo accommodation required to enhance vacation club
      membership benefits. During the year ended September 30, 2008 the license
      was transferred to the Company and the value of the investment was written
      down to $ nil and recorded an impairment in the amount of
      $27,052.                                  
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | Effective December 31, 2006, the Company completed the
      purchase of 100% of the outstanding capital stock of International Fitness
      Vacations (BC) Ltd. (Fitness Vacations) from an officer and director of
      the Company in the amount of $550,000. The acquired company is a full
      service gym and also markets gym memberships with a potential travel
      component. Consideration given was settlement of $441,260 of advances by
      the Company to the owner of the shares of International Fitness Vacations
      (BC) Ltd. (who is also a shareholder of the Company including the
      President and Director), and settlement of $108,740 of advances to
      International Fitness Vacations (BC) Ltd.

F-28

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|19. | Acquisitions (continued)                                                              
|--- | --------------------------------------------------------------------------------------
|    |                                                                                       
|    | The assets and liabilities of Fitness Vacations at the
      time of acquisition were:

| |                                                                      |   |         |  
| | -------------------------------------------------------------------- | - | ------- | -
| | Purchase price                                                       | $ | 550,000 |  
| |                                                                      |   |         |  
| | Purchase price allocation                                            |   |         |  
| | Equipment                                                            | $ | 206,798 |  
| | Leasehold improvements                                               |   | 150,000 |  
| | Accounts payable                                                     |   | (17,782 | )
| |                                                                      |   |         |  
| | Net identifiable assets acquired                                     |   | 339,016 |  
| | Excess of purchase price over net identifiable assets
      acquired |   | 210,984 |  
| |                                                                      |   |         |  
| | Total                                                                | $ | 550,000 |  

Canadian GAAP requires that any assets
  or liabilities acquired in a non-arms length transaction be recorded in the
  Companys records at the carrying value of the vendor. The amounts above
  attributed to net identifiable assets approximate their carrying value in the
  records of International Fitness Vacations (BC) Ltd. The amount attributed to
  excess of purchase price over net identifiable assets acquired has been
  charged to deficit, for the year ended December 31, 2006.

|20. | Supplemental Cash Flow Information
|--- | ----------------------------------
|    |                                   
|    | Cash flow information:            

| |                                            |   |               |  |   | Nine
      month |  |   |              | 
| | ------------------------------------------ | - | ------------- |  | - | ---------------- |  | - | ------------ | 
| |                                            |   | Year ended    |  |   | period ended     |  |   | Year ended   | 
| |                                            |   | September 30, |  |   | September 30,    |  |   | December 31, | 
| |                                            |   | 2008          |  |   | 2007             |  |   | 2006         | 
| |                                            |   |               |  |   |                  |  |   |              | 
| | Interest paid                              | $ | 34,268        |  | $ | 9,496            |  | $ | 30,950       | 
| |                                            |   |               |  |   |                  |  |   |              | 
| | Taxes paid                                 | $ |              |  | $ | 6,468            |  | $ | 453          | 
| |                                            |   |               |  |   |                  |  |   |              | 
| | Excess of purchase price - gym acquisition | $ |              |  | $ |                 |  | $ | 210,984      | 

|21. | Subsequent Events
|--- | -----------------
|    |                  
|    | (a)              
|    |                  
|    | (b)              
|    |                  
|    | (c)              
|    |                  
|    | (d)              

F-29

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|22. | United States Generally Accepted Accounting Principles
      Reconciliation                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                          
|    | These financial statements have been prepared in
      accordance with Canadian GAAP, which differ in certain respects from those
      principles and practices that the Company would have followed had its
      consolidated financial statements been prepared in accordance with US GAAP
      as summarized below:
|    |                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                          

| |                                |  | 2001            |  |  | 2000            | 
| | ------------------------------ |  | --------------- |  |  | --------------- | 
| |                                |  |                 |  |  |                 | 
| | Expected volatility            |  | 1.73            |  |  | 1.98            | 
| | Risk-free rate                 |  | 5.48%           |  |  | 4.23%           | 
| | Dividend yield                 |  | 0%              |  |  | 0%              | 
| | Expected life of
      options |  | 0.6
      years |  |  | 1.6
      years | 

Accounting for the non-employee
  options on this basis would result in recording additional compensation expense
  and capital stock of $684,664 from the year of adoption of FAS No. 123 to
  September 30, 2008.

F-30

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|22. | United States Generally Accepted Accounting Principles
      Reconciliation (continued)
|--- | ---------------------------------------------------------------------------------------
|    |                                                                                        
|    | (b)                                                                                    
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        

| | (c) | Uncertain tax position
| | --- | ----------------------

In July 2006, the FASB issued
  Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes
    - an interpretation of FASB Statement No. 109, which clarifies the
  accounting for uncertainty in income taxes recognized in accordance with FASB
  Statement No. 109 (SFAS 109), Accounting for Income Taxes. FIN 48
  clarifies the application of SFAS 109 by defining criteria that an individual
  tax position must meet for any part of benefit of that position to be recognized
  in the financial statements. .The evaluation of a tax position in accordance
  with this interpretation is a two-step process. In the first step, recognition,
  the Company determines whether it is more-likely-than-not that a tax position
  will be sustained upon examination, including resolution of any related appeals
  or litigation processes, based on the technical merits of the position. The
  second step addresses measurement of a tax position that meets the
  more-likely-than-not criteria. The tax position is measured at the largest
  amount of benefit that is greater than 50 percent likely of being realized upon
  ultimate settlement. Differences between tax positions taken in a tax return and
  amounts recognized in the financial statements will generally result in a) an
  increase in a liability for income taxes payable or a reduction of an income tax
  refund receivable, b) a reduction in a deferred tax asset or an increase in a
  deferred tax liability or c) both a and b. Tax positions that previously failed
  to meet the more-likely-than-not recognition threshold should be

F-31

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|22. | United States Generally Accepted Accounting Principles
      Reconciliation (continued)
|--- | ---------------------------------------------------------------------------------------

| | (c) | Uncertain tax position
      (continued)
| | --- | ----------------------------------------

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

| | (d) | Deferred organization costs
| | --- | ---------------------------

During the nine month period ended
  September 30, 2007 the Company deferred costs associated with setting up its
  Life Settlement business. In April 1998, the American Institute of Certified
  Public Accountants (AICPA) issued Statement of Position (SOP) No. 98-5,
  Reporting on the Costs of Start-Up Activities. The SOP is intended to
  provide guidance on how organizations should report start-up and organization
  costs. SOP No. 98-5 requires that such costs be expensed, rather than
  capitalized, which has been the usual practice. The application of US GAAP would
  result in a decrease in Total Assets of $258,556 (2007 - $149,976) and an
  increase in deficit of $258,556 (2007 - $149,976).

| | (e) | Purchased intangibles
| | --- | ---------------------

During the nine month period ended
  September 30, 2007 the Company acquired access rights to wholesale priced condo
  accommodation. For Canadian GAAP purposes, the license is treated as an
  intangible asset and amortized on a straight-line basis over 10 years. For US
  GAAP purposes, the acquisition of the license would be expensed in the year
  incurred. During the year ended September 30, 2008, the Company wrote-off the
  investment. The application of US GAAP would result in a decrease in Total
  Assets as at September 30, 2008 of $nil (2007 - $ 30,276), a increase in net
  income for the year ended September 30, 2008 of $30,276 (for the nine-month
  ended September 30, 2007  increase in net loss of $30,256 and for the year
  ended December 31, 2006 - $nil) and an increase in deficit of $nil (2007 - $
  30,276 and 2006 - $ nil).

| | (f) | Life settlement contracts
| | --- | -------------------------

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

F-32

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|22. | United States Generally Accepted Accounting Principles
      Reconciliation (continued)
|--- | ---------------------------------------------------------------------------------------

| | (f) | Life settlement contracts
      (continued)
| | --- | -------------------------------------------

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

| | (g) | Recent accounting
      pronouncements
| | --- | --------------------------------------

| | (i)   | SFAS 157, Fair Value Measurements. The
      provisions of this standard are to provide guidance for using fair value
      to measure assets and liabilities. The standard clarifies methods for
      measuring items not actively traded and the principles that fair value
      should be based upon when pricing an asset or liability. SFAS 157 is
      effective for financial statements for fiscal years beginning after
      November 15, 2007 and interim periods within those fiscal years. Earlier
      application is encouraged, provided that the reporting entity has not
      issued financial statements for that fiscal year. The adoption of this
      standard is not expected to have a material impact on the Companys
      consolidated financial statements.                                                                                                                                                                                                                                                                                    
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ii)  | In February 2007, the FASB issued Statement No. 159
      (SFAS 159), The Fair Value Option for Financial Assets and Financial
        Liabilities  an Amendment of FASB Statement 115, which permits
      entities to choose to measure many financial instruments and certain items
      at fair value. The fair value option established by SFAS 159 permits all
      entities to choose to measure eligible items at fair value at specified
      election dates. A business entity shall report unrealized gains and losses
      on items for which the fair value option has been elected in earnings at
      each subsequent reporting date. Adoption is required for fiscal years
      beginning after November 15, 2007. Early adoption is permitted as of the
      beginning of the fiscal year that begins on or before November 15, 2007
      provided the entity also elects to apply the provisions of SFAS 157. The
      adoption of this standard is not expected to have a material impact on the
      Companys consolidated financial statements.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iii) | December 2007, the FASB issued SFAS No. 141(R), Business Combinations(SFAS 141(R)), which replaces SFAS 141.
      SFAF 141(R) requires assets and liabilities acquired in a business
      combination, contingent consideration and certain acquired contingencies
      to be measured at their fair values as of the date of acquisition. SFAS
      141(R) also requires that acquisition-related costs and restructuring
      costs be recognized separately from the business combination. SFAS 141(R)
      is effective for fiscal years beginning after December 15, 2008 and will
      be effective for business combinations entered into after January 1,
      2009.                                                                                                                                                                                                                                                                                                                                                                                              

F-33

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|22. | United States Generally Accepted Accounting Principles
      Reconciliation (continued)
|--- | ---------------------------------------------------------------------------------------

| | (g) | Recent accounting pronouncements
      (continued)
| | --- | --------------------------------------------------

| | (iv) | On September 13, 2006, the Securities and Exchange
      Commission (SEC) issued Staff Accounting Bulletin No. 108 (SAB 108),
      which provides interpretive guidance on how the effects of the carryover
      or reversal of prior year misstatements should be considered in
      quantifying a current year misstatement. SAB 108 is effective for the
      first fiscal year ending after November 15, 2006. The adoption of this
      standard did not have a material impact on the Companys consolidated
      financial statements.    
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (v)  | In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements,
      an Amendment of ARB No. 51 (SFAS 160). SFAS 160 clarifies the accounting
      for non-controlling interests and establishes accounting and reporting
      standards for the non-controlling interests in a subsidiary, including
      classification as a component of equity. SFAS 160 is effective for fiscal
      years beginning after December 15, 2008. The Company does not currently
      have any minority interests.

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

| | (i) | Total Assets
| | --- | ------------

| |                                                        |   | September 30, |   |   | September 30, |  
| | ------------------------------------------------------ | - | ------------- | - | - | ------------- | -
| |                                                        |   | 2008          |   |   | 2007          |  
| | Total Assets under Canadian GAAP                       | $ | 26,203,359    |   | $ | 20,035,886    |  
| | Adjustment for Deferred Organization cost (note 22(c)) |   | (258,556      | ) |   | (149,976      | )
| | Intangibles, net (note 22(d))                          |   |              |   |   | (30,276       | )
| |                                                        |   |               |   |   |               |  
| | Total Assets under US GAAP                             | $ | 25,944,803    |   | $ | 19,855,634    |  

F-34

---

|FORUM NATIONAL INVESTMENTS LTD.                                                                   
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|Notes to Consolidated Financial Statements                                                        
|Year ended September 30, 2008, nine-month period ended September
      30, 2007 and the year ended
|December 31, 2006                                                                                 
|(Expressed in Canadian dollars)                                                                   
|                                                                                                  

|22. | United States Generally Accepted Accounting Principles
      Reconciliation (continued)
|--- | ---------------------------------------------------------------------------------------

| | (h) | Reconciliation (continued)
| | --- | --------------------------

| | (ii) | Capital stock
| | ---- | -------------

| |                                                                       |   | September 30, |  |   | September 30, | 
| | --------------------------------------------------------------------- | - | ------------- |  | - | ------------- | 
| |                                                                       |   | 2008          |  |   | 2007          | 
| |                                                                       |   |               |  |   |               | 
| | Capital stock, under Canadian GAAP                                    | $ | 24,224,793    |  | $ | 24,194,793    | 
| | Contributed surplus                                                   |   | 2,944,536     |  |   | 2,944,536     | 
| | Adjustment for stock-based compensation                               |   |               |  |   |               | 
| | for non-employees (note 22(a))                                        |   | 684,664       |  |   | 684,664       | 
| | Adjustment for acquisition of Fitness
      Vacations (note 22(b)(i)) |   | 1,217,705     |  |   | 1,217,705     | 
| | Adjustment for accounts payable settled by share issuances            |   |               |  |   |               | 
| | (notes 22(b)(ii) and (iii))                                           |   | 695,681       |  |   | 695,681       | 
| |                                                                       |   |               |  |   |               | 
| | Capital stock, under US GAAP                                          | $ | 29,767,379    |  | $ | 29,737,379    | 

| | (iii) | Deficit
| | ----- | -------

| |                                                      |   |               |   |   | Nine-month    |   |   |              |  
| | ---------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------ | -
| |                                                      |   | Year ended    |   |   | period ended  |   |   | Year ended   |  
| |                                                      |   | September 30, |   |   | September 30, |   |   | December 31, |  
| |                                                      |   | 2008          |   |   | 2007          |   |   | 2006         |  
| |                                                      |   |               |   |   |               |   |   |              |  
| | Deficit, under Canadian GAAP                         | $ | (11,910,648   | ) | $ | (14,213,086   | ) | $ | (12,006,619  | )
| | Adjustment for Deferred Organization cost            |   | (258,556      | ) |   | (149,976      | ) |   |             |  
| | Adjustment for Intangibles,
      net                |   |              |   |   | (30,276       | ) |   |             |  
| | Adjustment for stock-based                           |   |               |   |   |               |   |   |              |  
| | compensation for
      non-employees                 |   |               |   |   |               |   |   |              |  
| | for non-employees (note 22(a))                       |   | (684,664      | ) |   | (684,664      | ) |   | (684,664     | )
| | Adjustment for acquisition of
      Fitness          |   |               |   |   |               |   |   |              |  
| | Vacations (note 22(b)(i))                            |   | (1,217,705    | ) |   | (1,217,705    | ) |   | (1,217,705   | )
| | Adjustment for accounts
      payable settled        |   |               |   |   |               |   |   |              |  
| | by
      share issuances (notes 22(b)(ii) and (iii)) |   | (695,681      | ) |   | (695,681      | ) |   | (695,681     | )
| |                                                      |   |               |   |   |               |   |   |              |  
| | Deficit, under US GAAP                               | $ | (14,767,254   | ) | $ | (16,991,388   | ) | $ | (14,598,668  | )

| | (iv) | Net income (loss) and earnings (loss) per share
      for:
| | ---- | ----------------------------------------------------------

| |                                                      |   |               |   |   | Nine-month    |   |   |              | 
| | ---------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------ | 
| |                                                      |   | Year ended    |   |   | period ended  |   |   | Year ended   | 
| |                                                      |   | September 30, |   |   | September 30, |   |   | December 31, | 
| |                                                      |   | 2008          |   |   | 2007          |   |   | 2006         | 
| |                                                      |   |               |   |   |               |   |   |              | 
| | Net income (loss) for the
      period,              |   |               |   |   |               |   |   |              | 
| | under Canadian GAAP                                  | $ | 2,302,438     |   | $ | (2,212,467    | ) | $ | 875,355      | 
| | Adjustment for Deferred
      Organization cost      |   | (108,580      | ) |   | (149,976      | ) |   |             | 
| | Adjustment for Intangibles, net                      |   | 30,276        |   |   | (30,276       | ) |   |             | 
| | Net income (loss) for the
      period,              |   |               |   |   |               |   |   |              | 
| | under US GAAP                                        | $ | 2,224,134     |   | $ | (2,392,719    | ) | $ | 875,355      | 
| |                                                      |   |               |   |   |               |   |   |              | 
| | Basic earnings (loss) per share, under US
      GAAP | $ | 0.08          |   | $ | (0.21         | ) | $ | 0.17         | 
| | Diluted earnings per share, under US GAAP            | $ | 0.02          |   | $ | (0.21         | ) | $ | 0.17         | 

F-35

---