---

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

Amendment No. 1

FORM 20-F /A

(Mark One)

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

OR

[X]  ANNUAL 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 200, 550 Denman Street, Vancouver, B.C. Canada V6G
3H1(Address of principal executive offices)

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

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

i

---

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

Common Shares Without Par Value(Title of
Class)

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

None(Title of Class)

Indicate the number of outstanding shares of each of the issuers
  classes of capital or common stock as of the close 
  of the period covered by the annual report. 28,439,611

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

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

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

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

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

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

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

If Other has been checked in response to the previous
questions, indicate by check mark which financial statement item the
registrant has elected to follow. Item 17 [X]     Item
18 [   ]

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

ii

---

EXPLANATORY NOTE

Amendment No 1

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

|1)  | Part I Item III Selected Financial Data, Table of
      Selected Consolidated Financial Data                               
|--- | ---------------------------------------------------------------------------------------------------------------------------
|    | a)                                                                                                                         
|    | b)                                                                                                                         
|    | c)                                                                                                                         
|2)  | Part I Item IV B) Business Overview Life
      Settlements                                                                 
|    | d)                                                                                                                         
|3)  | Part I Item IV c) Organizations Structure                                                                                  
|    | e)                                                                                                                         
|4)  | Part I Item V A) Operating Results                                                                                         
|    | f)                                                                                                                         
|    | g)                                                                                                                         
|5)  | Part I Item V B) Liquidity and Capital
      Resources                                                                     
|    | h)                                                                                                                         
|    | i)                                                                                                                         
|6)  | Part I Item IV F) Tabular Disclosure of Contractual
      Obligations                                                      
|    | j)                                                                                                                         
|7)  | Part I Item IV E) Share Ownership of Management                                                                            
|    | k)                                                                                                                         
|8)  | Part I Item VII B) Related Party Transactions                                                                              
|    | l)                                                                                                                         
|9)  | Part I Item VIII A) Financial Information                                                                                  
|    | m)                                                                                                                         
|10) | Part I Item VIII B) Memorandum and Articles of
      Incorporation                                                         
|    | n)                                                                                                                         
|11) | Part I Item VIII C) Material Contracts                                                                                     
|    | o)                                                                                                                         
|12) | Part II Part XV Controls and Procedures                                                                                    
|    | p)                                                                                                                         
|13) | Part II Item XIX Exhibits                                                                                                  
|    | q)                                                                                                                         
|    |                                                                                                                            
|14) | New certifications of our principal executive and
      financial officer are included as exhibits to this
      amendment.

iii

---

General

For the convenience of the reader, Amendment No. 1 sets forth
the original Form 20-F as amended in its entirety. However, this Amendment No. 1
only amends the items specifically described above. No other information in the
original Form 20-F as amended. In addition, pursuant to the rules of the SEC,
the original Form 20-F has been amended to contain currently dated
certifications from our Chief Executive Officer and Chief Financial Officer, as
required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

This Amendment does not reflect events that have occurred after
May 13, 2009, the date the Annual Report on Form 20-F was originally filed.
Information with respect to those events is set forth, as appropriate, in our
subsequent Current Reports on Form 6-K and Form 20-f filed for the year ended
September 30, 2008.

iv

---

FORUM NATIONAL INVESTMENTS LTD.

TABLE OF CONTENTS

|GENERAL                                                             | 1 
|------------------------------------------------------------------- | --
|NOTE
      REGARDING FORWARD-LOOKING STATEMENTS                     | 1 
|PART
      I                                                        | 2 
|ITEM
      I. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS | 2 
|ITEM
      II. OFFER STATISTICS AND EXPECTED TIMETABLE              | 2 
|ITEM
      III. KEY INFORMATION                                     | 2 
|B)
      CAPITALIZATION AND INDEBTEDNESS                            | 3 
|C)
      REASONS FOR THE OFFER AND USE OF PROCEEDS                  | 3 
|D)
      RISK FACTORS                                               | 4 
|ITEM
      IV. INFORMATION ON THE COMPANY                           | 9 
|A)
      HISTORY AND DEVELOPMENT OF THE COMPANY                     | 9 
|B)
      BUSINESS OVERVIEW                                          | 11
|C)
      ORGANIZATIONAL STRUCTURE                                   | 17
|ITEM
      V. OPERATING AND FINANCIAL REVIEW AND PROSPECTS          | 18
|A)
      OPERATING RESULTS                                          | 18
|B)
      LIQUIDITY AND CAPITAL RESOURCES                            | 22
|C)
      RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.       | 23
|D)
      TREND INFORMATION                                          | 23
|E)
      OFF-BALANCE SHEET ARRANGEMENTS                             | 25
|F)
      TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS              | 25
|G)
      SAFE HARBOR                                                | 26
|ITEM
      VI. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES           | 26
|A)
      DIRECTORS AND SENIOR MANAGEMENT                            | 26
|B)
      COMPENSATION                                               | 27
|C)
      BOARD PRACTICES                                            | 28
|D)
      EMPLOYEES                                                  | 28
|E)
      SHARE OWNERSHIP OF MANAGEMENT                              | 29
|ITEM
      VII. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS   | 30
|A)
      MAJOR SHAREHOLDERS                                         | 30
|B)
      RELATED PARTY TRANSACTIONS                                 | 31
|ITEM
      VIII. FINANCIAL INFORMATION                              | 33
|A)
      CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION    | 33
|B)
      SIGNIFICANT CHANGES                                        | 33
|ITEM
      IX. THE OFFER AND LISTING                                | 34
|A)
      PRICE RANGE AND VOLUME OF SHARES OF COMMON STOCK           | 34
|B)
      PLAN OF DISTRIBUTION                                       | 35
|C)
      MARKETS                                                    | 35
|D)
      SELLING SHAREHOLDERS                                       | 35
|E)
      DILUTION                                                   | 35
|F)
      EXPENSES OF THE ISSUE                                      | 35
|ITEM
      X. ADDITIONAL INFORMATION                                | 35
|A)
      SHARE CAPITAL                                              | 35
|B)
      MEMORANDUM AND ARTICLES OF INCORPORATION                   | 35

v

---

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

vi

---

GENERAL

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

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

NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

Forward looking statements are made based on managements
reasonable beliefs, estimates and opinions on the date the statements are made.
However, these forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements or industry results to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such risk factors include, but are not limited to,
general economic conditions, our ability to generate sufficient cash flows to
support capital expansion plans; changing travel and lifestyle trends of
consumers; competition; pricing and availability of services; insurance laws and
regulations and changes thereto that may affect the way our services are
marketed, provided and sold; and political and economic uncertainties including
exchange controls, currency fluctuations, taxation and other laws or
governmental economic, fiscal, monetary or political policies of Canada and the
United States affecting foreign travel, investment and taxation and other
factors beyond our reasonable control, which, in turn, could affect our current
or future operations. See Key Information  Risk Factors. Should one or more
of these risks and uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those described in
forward-looking statements. The reader is cautioned not to place undue reliance
on forward-looking statements. We undertake no obligation to publicly revise
these forward-looking statements to reflect events or circumstances that arise
after the date of this filing. Readers should carefully review the cautionary statements and risk
factors contained in this and other documents that we file from time to time
with the Securities and Exchange Commission.

1

---

PART I

ITEM I. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISORS

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

ITEM II. OFFER STATISTICS AND EXPECTED TIMETABLE

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

ITEM III. KEY INFORMATION

A) SELECTED FINANCIAL DATA

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

TABLE OF SELECTED CONSOLIDATED FINANCIAL DATA

(Stated in Canadian Dollars)

|                                                   |  |    |   |   | Year Ended December 31 |  
|-------------------------------------------------- |  | -- | - | - | ---------------------- | -
|                                                   |  |    |   |   |                        |  
|                                                   |  |    |   |   | Sep 30, 2008           |  
|                                                   |  |    |   |   |                        |  
|Current Assets                                     |  |    |   | $ | 6,050,471              |  
|Property and Equipment                             |  |    |   |   | 17,850,032             |  
|Total Assets                                       |  |    |   |   | 31,081,181             |  
|Current Liabilities,                               |  | (1 | ) |   | 12,422,361             |  
|Deferred Revenue(long term)                        |  | (1 | ) |   | 2,404,163              |  
|Debentures                                         |  | (2 | ) |   | 40,486                 |  
|Long Term Debt                                     |  |    |   |   | 4,211,715              |  
|Share Capital                                      |  |    |   |   | 24,255,952             |  
|Contributed surplus                                |  |    |   |   | 2,913,377              |  
|Deficit                                            |  |    |   |   | (15,126,387            | )
|Revenue from Operations                            |  |    |   | $ | 3,717,154              |  
|Net and Comprehensive Income (Loss) for the period |  |    |   |   | (913,301               | )

2

---

|                                                                              |  |    |   |  | Year Ended December 31 |  
|----------------------------------------------------------------------------- |  | -- | - |  | ---------------------- | -
|                                                                              |  |    |   |  | Sep 30,                |  
|                                                                              |  |    |   |  | 2008                   |  
|                                                                              |  |    |   |  |                        |  
|Earnings (Loss) per Share                                                     |  | (3 | ) |  | (0.02                  | )
|Diluted Earnings per Share                                                    |  | (3 | ) |  | (0.02                  | )
|Weighted Average number of
          shares for calculating basic and diluted |  | (3 | ) |  | 42,359,509             |  
|Earnings (Loss) per share                                                     |  |    |   |  | 42,359,509             |  

Notes:

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

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

(2) Debentures  also included in Current Liabilities

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

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

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

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

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

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

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

B) CAPITALIZATION AND INDEBTEDNESS

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

C) REASONS FOR THE OFFER AND USE OF PROCEEDS

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

3

---

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.

4

---

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

As of September 30, 2008 the Company had a working capital
deficit of ($6,371,890) primarily due to investments made in Life Settlements,
Family Vacation Centers and the corresponding short term obligations for the
Colorado River property investment. The Company continues to successfully
operate within the continually evolving and volatile travel industry. The
Company believes it will generate sufficient operating capital through
operations. There can be no assurances the Company will be able to generate
sufficient investment from borrowing, the sale of equity, or a combination
thereof to rapidly grow its life Settlement division. If additional financing is
required, there is no certainty it will be available when and to the extent
required or that if available, it will be on acceptable terms. If adequate funds
are not available on acceptable terms, the Company may not be able to rapidly
grow its business expansion. This could have a material adverse effect on the
Company's planned growth.

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

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

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

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

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

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

There can be no assurance that the continual fluctuations in
price will not occur. In particular, subsequent to the financial period ended
September 30, 2008, the price per share of the Companys common shares
fluctuated (US dollar figures) from a low of $0.75 to a high of $4.50 and a
current level of $1.00.

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

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

5

---

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

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

On July 5th 2007, the Company executed a Stock Option plan
reserving 2,850,000 shares in the common stock of the Corporation to provide its
officers, directors, employees and consultants with an incentive to use their
best efforts to advance the business affairs of the Corporation. The minimum
exercise price of an option granted under the plan cannot be less than 80% of
the market price of the common shares on the date of the grant. The Board has
full discretion at the time of granting an option with respect to the term and
the vesting period of the options. During the nine months ended September 30,
2007, the Company granted all 2,850,000 options available under the plan with an
exercise price of $1.00, exercisable for a period of five years from the date of
grant.

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

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

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

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

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

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

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

6

---

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

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

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

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

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

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

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

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

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

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

7

---

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

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

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

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

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

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

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

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

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

8

---

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

ITEM IV. INFORMATION ON THE COMPANY

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

A) HISTORY AND DEVELOPMENT OF THE COMPANY

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

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

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

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

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

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

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

9

---

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

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

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

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

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

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

Although relatively new, the Life Settlement market is the
fastest growing segment of the financial services industry. The life insurance
industry is a double digit trillion dollar industry and the Life Settlement
market is projected to grow significantly within the next few years. The senior
and the baby boomer markets are the fastest growing segments of the population,
resulting in billions of dollars in policies rolling into the Life Settlement
policy industry annually. Expected growth of the Life Settlement market will
parallel the aging population boom. The significant, additional money that many
policy holders receive from life settlement companies in the 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.

10

---

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

The Company uses an industry standard Milliman Report
  (consultants for the health care insurance industry) along with recent purchases
  and sales of similar life insurance policies, financial standing of the insurer,
  changes in general economic conditions, standard, actuarially developed
  mortality tables and industry life expectancy reports to determine an acceptable
  purchase price. In fiscal 2008, the Company entered the Life Settlement industry
  with the initial purchase of $30,930 thousand USD face value of Life Insurance
  policies. The Company paid $1,788,567 ($1,742,817 USD) which was funded by the
  recent Private Placements completed by the Company in July of 2007. During the
  third quarter of 2008 a $5 Million USD policy matured resulting in a portfolio
  face value of $25,930 thousand USD at a cost of $1,548,070 ($1,506,473 USD) at
the end of the financial year.

Additionally the Company originally intended to acquire a 25%
  interest in a mixed use development property in Needles California for
  US$1,000,000. The 22 acre property with 850 feet of waterfront on the Colorado
  River has a marina with a 20,000 square foot storage facility for marine based
  activity. As the property is developed to various stages differing options to
  include condo / townhomes for either full ownership, fractional ownership of
  timeshare intervals will be explored. The Canadian travel club membership would
  be offered a product in a southern United States location that has an extended
  season of favorable weather conditions. Subsequent to fiscal year end 2008, the
  Company discovered that the investee had failed to raise the additional capital
  as planned. As a result, the ownership interest actually acquired by the Company
  was 54% instead of 25% as originally intended. Accordingly, the Company has
  restated the presentation of its investment to consolidate the net assets of
  Colorado River Resorts LLC (the LLC) as of September 30, 2008. . Subsequent to
  the initial investment, the LLC entered into a sale and purchase agreement to
  acquire the development property. The deterioration of the real estate market in
  the southern United States by the end of fiscal 2008 triggered an impairment
  analysis of the investment in the property. The fair value of the property,
  based on an independent appraisal, had deteriorated below the value of the
  outstanding mortgage and therefore the fair value of the asset group was
  determined to be zero. Accordingly, a write down of the property of $1,619,163
was recognized in 2008.

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

B) BUSINESS OVERVIEW

The Company has three lines of business at this time:

- The Company owns and operates travel clubs under the name of Snowbird
  Vacationsand Family VacationsCenters.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.

11

---

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

Travel Club

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

Information regarding vacation membership:

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

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

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

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

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

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

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

12

---

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

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

Travel Industry Overview

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

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

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

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

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

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

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

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

13

---

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

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

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

4) Increasing membership based operations in the active
lifestyles market

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

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

Charter Cruises

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

Life Settlements

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

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.

14

---

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 thousand USD face value of Life Insurance
policies. The Company paid $1,788,567 ($1,742,817 USD) which was funded by the
recent Private Placements completed by the Company in July of 2007. During the
third quarter of 2008 a $5 Million USD policy matured resulting in a portfolio
face value of $25,930 thousand USD at a cost of $1,548,070 ($1,506,473 USD) at
the end of the financial year.

Life Settlement Industry Overview

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

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

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

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

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

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

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

15

---

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 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.

16

---

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             
|Colorado River Resorts, LLC               | California, USA           

As of March 30, 2009, the Company also holds 54% in Colorado
River Resorts LLC, Nevada USA.

Properties

Office Leases

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

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

Motor Vessels

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

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

After its completion in 2009, the vessel is for charter cruises
to the Pacific Northwest, Alaska and Baja Mexico in addition to day cruises from
its home port in Vancouver, B.C. Approximately 40% of the custom yacht cruise
market are full yacht charters by a single entity for a corporate retreat,
corporate awards program and family retreats etc. Charters will be available to
the general public in addition to the existing travel club membership. The
Company is beginning the marketing and promotion to many tourism based
organizations and has a web site www.spirityachtcharters.com to present the
vessel and provide an overview of the yacht offering.

17

---

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

ITEM V. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of the financial condition, changes in
  financial condition and results of operations of the Company for the year ended
  September 30, 2008 and period ended September 30, 2007 and the year ended
  December 31, 2006 and should be read in conjunction with the restated
  Consolidated Financial Statements of the Company for the year ended September
  30, 2008 and the period ended September 30, 2007, and the year ended December 31, 2006. Except as otherwise indicated, all dollar
  amounts contained in this discussion and analysis and the Consolidated Financial
  Statements are in Canadian dollars. The financial information presented in the
  Consolidated Financial Statements was prepared in accordance with generally
  accepted accounting principles (GAAP) in Canada. Note 21 of these Consolidated
  Financial Statements of the Company set forth the material differences between
Canadian and U.S. GAAP.

A) OPERATING RESULTS

Critical Accounting Policies

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

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

Revenue Recognition

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

Other income

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

Impairments of Long Lived Assets

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

18

---

Accounts Receivable

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

Financial Instruments

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

Held-for-trading

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

Available-for-sale

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

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

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

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

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

19

---

Selected Annual Information

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

|                                             |   | Year End  |  
|-------------------------------------------- | - | --------- | -
|                                             |   | 2008      |  
|Travel Club Memberships Sold                 | $ | 2,400,019 |  
|                                             |   |           |  
|Amount Recognized as Revenue during the year |   | 297,532   |  
|Membership Dues                              | $ | 2,443,758 |  
|# Travel Club Memberships Sold               |   | 1,030     |  
|Mean Average Membership Price                | $ | 3,196     |  
|                                             |   |           |  
|Net Income (Loss) for the period             | $ | (913,301  | )
|Basic Income (Loss) per Share                | $ | (0.02     | )
|Diluted Income (Loss) per Share              | $ | (0.02     | )

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

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

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

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

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

20

---

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

There were 28,439,611 shares issued as of September 30, 2008
  and 28,409,611 issued as of September 30, 2007 and 4,644,661 (pre-split) at
  December 31, 2006. In April 2007 the company completed a 3-for-1 forward split
  increasing the outstanding shares by 9,289,322 to 13,933,983. On June 29, 2007,
  the Company completed a private placement and issued 11,000,000 common shares
  of the Company at US $0.50 per share for gross proceeds of $5,773,918 (US $5,500,000).
  On July 4, 2007, the Company completed a private placement and issued 3,500,000
  common shares at US $1.00 per share for gross proceeds of $3,650,396 (US $3,500,000)
  increasing the issued and outstanding shares from 4,644,661 (pre-split) on December
  31, 2006 to 28,433,983 at September 30, 2007. Basic earnings-per-share is calculated
  using the weighted average number of common shares outstanding during the year
  and assumes conversion of all outstanding Series “B” Preference
  convertible shares. The Series “B” preferred convertible shares
  are included in the calculation of basic earnings per share because management
  considers these shares substantially equivalent to common stock. For the year
  ended September 30, 2008, the weighted average number of shares outstanding,
  which assumes the conversion of all Series “B” Preference convertible
  shares for the calculation of basic earnings-per-share is 42,359,509 and the
  weighted average number of shares outstanding for the calculation of fully diluted
  earnings-per-share is 42,359,509. In a loss year, common shares equivalents
  are excluded from the calculation of diluted earnings per share as the effect
  would be anti dilutive.

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

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

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

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

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

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

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

21

---

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

B) LIQUIDITY AND CAPITAL RESOURCES

Liquidity

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

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

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

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

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

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

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

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

22

---

Capital Resources

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

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

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

The Company estimates that its cash and cash equivalents and
  cash received in March 2009 from life settlement receivable will be sufficient
  to meet its capital requirements for at least the next several years. However,
  its forecast of the period of time through which its financial resources will be
  adequate to support its operations is a forward-looking statement that involves
  risks and uncertainties, and actual results could vary materially. If the
  Company is unable to raise additional capital when required or on acceptable
terms, it may have to delay, scale back on some planned initiatives.

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

Quantitative and Qualitative Disclosures about Market
  Risk

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

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

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

D) TREND INFORMATION

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

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.

23

---

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

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

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

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

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

The Company is currently sourcing Life Settlement policies
  through Business to Business (B2B) Channels and expects to launch a Business
  to Consumer (B2C) Channel. To operate the Business to Consumer (B2C) Channel,
  the Company formed American Life Settlement Society LLC duly formed under the
  laws of the state of Delaware on the 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 thousand USD face value of Life Insurance policies. The Company paid
$1,788,567 ($1,742,817 USD) which was funded by the recent Private Placements
completed by the Company in July of 2007. During the third quarter of 2008 a $5
Million USD policy matured resulting in a portfolio face value of $25,930
thousand USD at a cost of $1,548,070 ($1,506,473 USD) at the end of the
financial year.

24

---

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 annual percentage rate of 7%. The Company spent
  $1,881,433 in fiscal period ending September 30, 2007, $2,949,292 in fiscal year
ending September 30, 2008 and another $924,038 to March 30, 2009.

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

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

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:

| |                                          |   | Expected
      payments by period as at September 30, 2008 | 
| | ---------------------------------------- | - | ---------------------------------------------------------- | 
| |                                          |   |                                                            | 
| |                                          |   | Within
      1 yr                                          | 
| |                                          |   |                                                            | 
| | Accounts payable and accrued liabilities | $ | 897,955                                                    | 
| | Accounts payable  other                 |   | 1,203,277                                                  | 
| | Promissory note payable                  |   | 7,602,530                                                  | 
| | Loans from related parties               |   | 1,089,032                                                  | 
| | Secured borrowings                       |   | 137,321                                                    | 
| | Long term debt                           |   | 347,341                                                    | 
| | Life settlement premiums ***             |   | 192,139                                                    | 
| | Lease and contracts                      |   | 107,164                                                    | 
| |                                          |   |                                                            | 
| | Total                                    | $ | 11,57 6 ,759                                               | 

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

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

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

25

---

G) SAFE HARBOR

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

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

ITEM VI. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A) DIRECTORS AND SENIOR MANAGEMENT

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

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

26

---

Family Relationships

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

Arrangements

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

B) COMPENSATION

Executive Compensation and Compensation of Directors

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

The Company has an employee extended medical / dental plan
acquired with the purchase of Family Vacation Centers on October 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.

27

---

C) BOARD PRACTICES

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

Audit Committee

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

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

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

Remuneration Committee

The Company does not have a Compensation Committee.

Service Contracts

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

D) EMPLOYEES

The following is a breakdown of Company employees as at March
30, 2009 and for the years ended September 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.

28

---

E) SHARE OWNERSHIP OF MANAGEMENT

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

|Name             | Common    | Percent of | "A"       | Percent of | "B"       | Percent of
|---------------- | --------- | ---------- | --------- | ---------- | --------- | ----------
|                 | Shares(1) | Class      | Preferred | Class      | Preferred | Class     
|                 |           |            | Shares(4) |            | Shares(5) |           
|Scott McManus(2) | 9,000,000 | 31.98      | 1,393,398 | 10.00      | 1,393,398 | 10.00     
|Jeffery Teeny(3) | 6,250,000 | 21.98      | 1,393,398 | 10.00      | 1,393,398 | 10.00     
|Daniel Clozza    | 5,430,000 | 19.09      | 5,305,500 | 38.07      | 5,305,500 | 38.07     
|Martin Tutschek  | 1,599,000 | 5.61       | 1,399,500 | 10.04      | 1,399,500 | 10.04     
|Mike Barrett     | -         | -          | -         | -          | -         | -         
|Chris Yergensen  | -         | -          | -         | -          | -         | -         
|Kazunari Kohno   | -         | -          | -         | -          | -         | -         

Notes:

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

Incentive Share Purchase Plan

On July 5th 2007, the Company executed a Stock Option plan
  reserving 2,850,000 shares in the common stock of the Corporation to provide its
  officers, directors, employees and consultants with an incentive to use their
  best efforts to advance the business affairs of the Corporation. The minimum
  exercise price of an option granted under the plan cannot be less than 80% of
  the market price of the common shares on the date of the grant. The Board has
  full discretion at the time of granting an option with respect to the term and
  the vesting period of the options. During the nine months ended September 30,
  2007, the Company granted all 2,835,000 options available under the plan with an
  exercise price of $1.00, exercisable for a period of five years from the date of
grant.

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

|Name              | Number ofSecuritiesUnderlying
      Options | % of Total OptionsGranted
      ToEmployees inFiscal Year | Exercise Price($/Sh) | ExpirationDate
|----------------- | ------------------------------------------- | --------------------------------------------------------- | -------------------- | --------------
|Jeff Teeny (1)    | 1,250,000                                   | 43.85                                                     | 1.00                 | July 5, 2012  
|Scott McManus (2) | 315,000                                     | 11.05                                                     | 1.00                 | July 5, 2012  
|Martin Tutschek   | 300,000                                     | 10.52                                                     | 1.00                 | July 5, 2012  

Notes:

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

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

29

---

Warrants

There are no warrants
  outstanding.

Other Dilutive Elements

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

Conflicts of Interest

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

ITEM VII. MAJOR SHAREHOLDERS AND RELATED PARTY
  TRANSACTIONS

A) MAJOR SHAREHOLDERS

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

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

|Identity of Person or | Common    | Percent of | "A"       | Percent of | "B"       | Percent of
|--------------------- | --------- | ---------- | --------- | ---------- | --------- | ----------
|Group                 | Shares(1) | Class      | Preferred | Class      | Preferred | Class     
|                      |           |            | Shares(4) |            | Shares(5) |           
|Jeffery Teeny(2)      | 6,250,000 | 21.98      | 1,393,398 | 10.00      | 1,393,398 | 10.00     
|Scott McManus(3)      | 9,000,000 | 31.98      | 1,393,398 | 10.00      | 1,393,398 | 10.00     
|Daniel Clozza,        | 5,430,000 | 19.09      | 5,305,500 | 38.07      | 5,305,500 | 38.07     
|Martin Tutschek       | 1,599,000 | 5.61       | 1,399,500 | 10.04      | 1,399,500 | 10.04     
|Jackie Dawydiuk       | 1,500,000 | 5.27       | 1,500,000 | 10.76      | 1,500,000 | 10.76     

Notes:

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

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

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

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

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

30

---

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 |  

31

---

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

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

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

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

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

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

Indebtedness to Company of Directors and Senior
  Management

Amounts due to shareholders at the end of the fiscal period
  September 30, 2008 were $1,089,032 . Directors of the Company are indebted to the
  Company in the amount of $nil and no director or senior management or have been
  indebted to the Company since the beginning of the last completed financial year
  of the Company other than as listed below. The Company reimburses Directors and
  Senior Management for expenses incurred in connection with Companys ordinary
  course of business. To the extent these advances and expenses are offset, there
  exists an indebtedness to the Company of a net $nil as of September 30, 2007
  (December 30, 2006 - $ nil, December 30, 2005 - $nil).

Interests of Experts and Counsel

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

32

---

ITEM VIII. FINANCIAL INFORMATION

A) CONSOLIDATED STATEMENTS AND OTHER FINANCIAL
  INFORMATION

This Annual Report contains the consolidated financial
  statements for the Company for the fiscal year ended September 30, 2008,
  nine-month period ended September 30, 2007, and fiscal year ended December 31,
  2006 which contain an Auditors' Report dated May 13, 2009 except for note 22, dated April 24, 2010 in connection with the fiscal year ended September 30, 2008, an Auditors
  Report dated March 12, 2008, except as to note 4(a) which is as of March 2, 2009
  and note 4(b) which is as of October 28, 2009 in connection with the nine-month
  period ended September 30, 2007 and fiscal year ended December 31, 2006,
  Consolidated Balance Sheets as at September 30, 2008 and September 30, 2007,
  Consolidated Statements of Operations, Comprehensive Income (Loss) and Deficit,
  and Consolidated Statements of Cash Flows for the fiscal year ended September
  30, 2008 and nine-month period ended September 30, 2007 and fiscal year ended
December 31, 2006, and Notes to Consolidated Financial Statements.

Indebtedness to Company of Directors and Senior
  Management

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

Legal or Arbitration Proceedings

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

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

Dividend Distribution Policy

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

B) SIGNIFICANT CHANGES

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

33

---

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

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

On July 5th 2007, the Company executed a Stock Option plan
  reserving 2,850,000 shares in the common stock of the Corporation to provide its
  officers, directors, employees and consultants with an incentive to use their
  best efforts to advance the business affairs of the Corporation. The minimum
  exercise price of an option granted under the plan cannot be less than 80% of
  the market price of the common shares on the date of the grant. The Board has
  full discretion at the time of granting an option with respect to the term and
  the vesting period of the options. During the nine months ended September 30,
  2007, the Company granted all 2,850,000 options available under the plan with an
  exercise price of $1.00, exercisable for a period of five years from the date of
grant.

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.

34

---

B) PLAN OF DISTRIBUTION

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

C) MARKETS

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

D) SELLING SHAREHOLDERS

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

E) DILUTION

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

F) EXPENSES OF THE ISSUE

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

ITEM X. ADDITIONAL INFORMATION

A) SHARE CAPITAL

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

B) MEMORANDUM AND ARTICLES OF INCORPORATION

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

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

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

35

---

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

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

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

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

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

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

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

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

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

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

36

---

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

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

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

C) MATERIAL CONTRACTS

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

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

Effective October 18, 2007, the Company completed the purchase
  of 100% of the outstanding capital stock of Fitness Vacations from an officer
  and director of the Company in the amount of $550,000. The acquired company is a
  full service gym and also markets gym memberships with a travel component.
  Consideration given was settlement of $441,260 of advances by the Company to the
  owner of the shares of Fitness Vacations (who are also a shareholder of the
  Company including the President and Director), and settlement of $108,740 of
advances to Fitness Vacations.

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

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

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.

37

---

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

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

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

On November 15, 2007 the Company formed American Life
  Settlement Society LLC duly formed under the laws of the state of Delaware. In
  fiscal 2008, the Company entered the Life Settlement industry with the initial
  purchase of $30,930 thousand USD face value of Life Insurance policies. The
  Company paid $1,788.567 ($1,742,817 USD) which was funded by the recent Private
  Placements completed by the Company in July of 2007. During the third quarter of
  2008 a $5 Million USD policy matured resulting in a portfolio face value of
  $25,930 thousand USD at a cost of $1,548,070 ($1,506,473 USD) at the end of the
financial year.

Additionally the Company originally intended to acquire a 25%
  interest in a mixed use development property in Needles California for
  US$1,000,000. The 22 acre property with 850 feet of waterfront on the Colorado
  River has a marina with a 20,000 square foot storage facility for marine based
  activity. As the property is developed to various stages differing options to
  include condo / townhomes for either full ownership, fractional ownership of
  timeshare intervals will be explored. The Canadian travel club membership would
  be offered a product in a southern United States location that has an extended
  season of favorable weather conditions. Subsequent to fiscal year end 2008, the
  Company discovered that the investee had failed to raise the additional capital
  as planned. As a result, the ownership interest actually acquired by the Company
  was 54% instead of 25% as originally intended. Accordingly, the Company has
  restated the presentation of its investment to consolidate the net assets of
  Colorado River Resorts LLC (the LLC) as of September 30, 2008. . Subsequent to
  the initial investment, the LLC entered into a sale and purchase agreement to
  acquire the development property. The deterioration of the real estate market in
  the southern United States by the end of fiscal 2008 triggered an impairment
  analysis of the investment in the property. The fair value of the property,
  based on an independent appraisal, had deteriorated below the value of the
  outstanding mortgage and therefore the fair value of the asset group was
  determined to be zero. Accordingly, a write down of the property of $1,619,163
was recognized in 2008.

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

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

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

38

---

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

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

D) EXCHANGE CONTROLS

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

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

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

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

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

E) TAXATION

Canadian Federal Income Tax Considerations

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

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

39

---

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

Dividends

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

Capital Gains

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

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

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

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

U.S. Federal Income Tax Consequences

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

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

40

---

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

Scope of this Disclosure

Authorities

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

U.S. Holders

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

Non-U.S. Holders

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

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

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

41

---

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

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

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

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

General Taxation of Distributions

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

Reduced Tax Rates for Certain Dividends

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

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

42

---

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

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

Distributions Paid in Foreign Currency

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

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

Dividends Received Deduction

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

Disposition of Common Shares

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

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

43

---

Foreign Tax Credit

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

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

Information Reporting; Backup Withholding Tax

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

Additional Rules that May Apply to U.S. Holders

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

Controlled Foreign Corporation

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

44

---

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

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

Passive Foreign Investment Company

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

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

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

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

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

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

45

---

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

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

F) DIVIDENDS AND PAYING AGENTS

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

G) STATEMENTS BY EXPERTS

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

H) DOCUMENTS ON DISPLAY

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

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

I) SUBSIDIARY INFORMATION

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

ITEM XI. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
  MARKET RISK

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

46

---

Financial instruments

Fair value of financial
  instruments

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

Concentration of credit
  risk

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

Interest rate risk

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

Foreign exchange rate
  risk

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

ITEM XII. DESCRIPTION OF SECURITIES OTHER THAN EQUITY
  SECURITIES

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

PART II

ITEM XIII. DEFAULTS, DIVIDENDS, ARREARS AND
  DELINQUENCIES

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

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

MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY
  HOLDERS

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.

47

---

USE OF PROCEEDS

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

ITEM XV. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

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

48

---

MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROLS OVER
  FINANCIAL REPORTING

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

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

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

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

REMEDIATION STEPS TO ADDRESS MATERIAL
  WEAKNESS

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

49

---

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

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

ITEM XVI. AUDIT COMMITTEE FINANCIAL EXPERT

AUDIT COMMITTEE FINANCIAL EXPERT

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

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

CODE OF ETHICS

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

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

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

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

50

---

|                                                                                                    |   | Year Ended     |  |   | Period Ended   | 
|--------------------------------------------------------------------------------------------------- | - | -------------- |  | - | -------------- | 
|                                                                                                    |   | September      |  |   | September      | 
|                                                                                                    |   | 30,
      2008 |  |   | 30,
      2007 | 
|                                                                                                    |   |                |  |   |                | 
|Audit fees - auditing of our annual
      financial statements and preparation of auditors' report. | $ | 131,400        |  | $ | 89,090         | 
|                                                                                                    |   |                |  |   |                | 
|Audit-related fees - review of each of the
      quarterly financial statements.                    |   | -              |  |   | -              | 
|                                                                                                    |   |                |  |   |                | 
|Tax fees - preparation and filing of three
      major tax-related forms and tax planning.          |   | -              |  |   | -              | 
|                                                                                                    |   |                |  |   |                | 
|All other fees - other services provided by
      our principal accountants.                        |   | -              |  |   | -              | 
|                                                                                                    |   |                |  |   |                | 
|Total fees paid or accrued to our principal
      accountants                                       | $ | 131,400        |  | $ | 89,090         | 

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

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

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
COMMITTEES

Not Applicable.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
AFFILIATED PURCHASERS

Not Applicable.

PART III

ITEM XVII. FINANCIAL STATEMENTS

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

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

ITEM XVIII. FINANCIAL STATEMENTS

Not applicable.

51

---

ITEM XIX. EXHIBITS

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

FINANCIAL STATEMENTS

(i) Managements Responsibility to Financial Reporting.

(ii) Auditors Report dated April 14, 2009 and May 13, 2009 and
previous Auditors Report dated March 12, 2008 and October 28, 2009

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

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

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

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

|Exhibit   | Description                                                                                                                               
|--------- | ------------------------------------------------------------------------------------------------------------------------------------------
|1.1       | Registered Incorporation
      Memorandum(1)                                                                                              
|1.2       | Articles of Continuance into
      Ontario(2)                                                                                             
|1.3       | Articles of
      Amendment, Change of Name(2)                                                                                            
|1.4       | Articles of Amendment, Authorization
      of Preferred Shares including Designation of Series A and
      Series B Preferred Share(3)
|4.1       | 2094711 Ontario
      Limited., Commission Agreement January 1, 2006(3)                                                                   
|4.2       | Loan Agreement, dated September
      21, 2005(4)                                                                                         
|4.2.(i)   | First Amendment
      to Loan Agreement, dated October 11, 2005(4)                                                                        
|4.2.(ii)  | Second Amendment to Loan Agreement,
      dated November 6, 2006 (4)                                                                      
|4.2.(iii) | Third Amendment
      to Loan Agreement, dated May 2, 2007 (4)                                                                            
|4.3       | Purchase Agreement. International
      Fitness Vacations (BC) Ltd., December 31, 2006(4)                                                 
|4.4       | Letter of Intent.
      Gala Travels, February 19, 2007(4)                                                                                
|4.5       | Servicing Agreement. Vision
      200 travel, dated October 15, 2007(3)                                                                   
|4.5       | Purchase Agreement.
      Family Vacation Centers and 1508812 Ontario Inc., October 18, 2007(4)                                           
|4.6       | Addendum to Purchase Agreement.
      Family Vacation Centers and 1508812 Ontario Inc., November 2, 2007(4)                               
|4.7       | Subscription
      Agreement, Colorado River Resorts, LLC, January 1, 2008> (5)                                                           
|4.8       | Amended
      and Restated Loan Agreement, Caterpillar Financial Services Corporation,
      February 6, 2009 (5)                         
|8.1       | List
      of Subsidiaries                                                                                                                
|11.1      | Code of Ethics,
      January 1, 2003(3)                                                                                                  
|12.1      | Section
      302 Certification of Chief Executive Officer                                                                                
|12.2      | Section
      302 Certification of Chief Financial Officer                                                                                
|13.1      | Section
      906 Certification of Chief Executive Officer and Chief Financial Officer                                                    

Notes: (1) Incorporated by reference to Form 20-F filed
with the SEC on November 3, 1998. (2) Incorporated by reference to Form 20-F
filed with the SEC on August 15, 2003. (3) Incorporated by reference to Form
20-F filed with the SEC on August 29, 2007. (4) Incorporated by reference to
Form 20-F filed with the SEC on December 29, 2006. (5) Incorporated by reference to Form 20-F filed with the SEC May 15th, 2009.

52

---

SIGNATURES

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

|Date:  April 24, 2010 | **FORUM NATIONAL INVESTMENTS
      LTD.**                 
|--------------------- | ----------------------------------------------------------
|                      |                                                           
|                      | /s/
      Daniel Clozza                                   
|                      | Daniel Clozza, President and Chief Executive
      Officer
|                      |                                                           
|                      | /s/
      Martin Tutschek                                 
|                      | Martin Tutschek, Chief Financial Officer                  

53

---

INDEX TO FINANCIAL STATEMENTS

|                                                                                                                                                                                                  | Page      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------
|                                                                                                                                                                                                  |           
|Managements
      Responsibility for Financial Reporting                                                                                                                                         | F-2       
|Auditors
      Report dated March 13, 2009, except as to Notes 3 and 22, which is as of
    April 24, 2010.                                                                                      | F-3       
|Consolidated
      Balance Sheets as at September 30, 2008 and September 30, 2007.                                                                                                                | F-5       
|Consolidated
      Statements of Operations, Comprehensive Income(Loss) and Deficit for the
      period ended September 30, 2008, September 30, 2007 and the year ended
      December 31, 2006. | F-6       
|Consolidated
      Statements of Cash Flows for the period ended September 30, 2008,
      September 30, 2007 and the year ended December 31, 2006.                                               | F-7       
|Notes
      to the Consolidated Financial Statements for the period ended September
      30, 2008, September 30, 2007 and the year ended December 31, 2006.                                      | F-8
- F-44

54

---





FORUM NATIONAL INVESTMENTS LTD.



September 30, 2008 and 2007 and December 31, 2006



Consolidated Financial Statements 
  (Expressed in Canadian
  dollars)

F-1

---

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

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

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

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

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

Dan Clozza (signed)

Dan Clozza 
  President

April 28, 2010

F-2



---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
  FIRM

TO THE SHAREHOLDERS OF FORUM NATIONAL INVESTMENTS
  LTD.

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

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

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

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

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

/s/ BDO Canada LLP

Chartered Accountants

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



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

In the United States, reporting standards for auditors requires
  the addition of an explanatory paragraph (following the opinion paragraph) when
  the financial statements are affected by changes in accounting policy, such as
  those described in note 2 to the consolidated financial statements. Our report
  to the shareholders dated May 13, 2009, except for notes 3 and 22, which is as of
  April 24, 2010.  is expressed in accordance with Canadian reporting standards, which do
  not permit a reference to such events and conditions in the auditors report
  when these are adequately disclosed in the notes to the consolidated financial
  statements.

/s/ BDO Canada LLP

Chartered Accountants

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

F-3

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS OF FORUM NATIONAL INVESTMENTS LTD.

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

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

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

Smythe Ratcliffe LLP (signed)

Chartered Accountants

Vancouver, Canada, March 12, 2008

Except as to note 4(a) which is as of
  March 2, 2009 and note 4 (b) which is as of October 28, 2009



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

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

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

Smythe Ratcliffe LLP (signed)

Chartered Accountants

Vancouver, Canada, March 12, 2008

Except as to note 4(a) which is
  as of March 2, 2009 and note 4 (b) which is as of October 28, 2009

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

F-4

---

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

|                                                  |   | September 30,    |   |   | September 30, |  
|------------------------------------------------- | - | ---------------- | - | - | ------------- | -
|                                                  |   | 2008 (restated  |   |   | 2007          |  
|                                                  |   | note 22)         |   |   |               |  
|Assets                                            |   |                  |   |   |               |  
|                                                  |   |                  |   |   |               |  
|Current                                           |   |                  |   |   |               |  
|Cash and cash
      equivalents                   | $ | 228,864          |   | $ | 8,624,205     |  
|Funds held in trust                               |   | 79,493           |   |   | -             |  
|Short-term
      deposits                         |   | 14,210           |   |   | 14,210        |  
|Amounts and notes receivable (note 18(c))         |   | 345,579          |   |   | 360,634       |  
|Life settlement contract receivable  (note 20(d)) |   | 5,371,606        |   |   |              |  
|Other receivables                                 |   | 4,981            |   |   | 265,183       |  
|Prepaid expenses                                  |   | 5,738            |   |   |              |  
|Total Current Assets                              |   | 6,050,471        |   |   | 9,264,232     |  
|                                                  |   |                  |   |   |               |  
|Amounts and notes receivable (note 18 (c))        |   | 404,033          |   |   |              |  
|Deferred Organization Costs                       |   | 258,556          |   |   | 149,976       |  
|Investment in Life Settlement Contracts(note 5)   |   | 3,258,993        |   |   |              |  
|Property and Equipment(note 6)                    |   | 17,850,032       |   |   | 9,100,127     |  
|Deferred Costs, net (note 8)                      |   | 1,341,034        |   |   | 1,491,275     |  
|Intangibles, net(note 7)                          |   | 1,918,062        |   |   | 30,276        |  
|                                                  |   |                  |   |   |               |  
|Total Assets                                      | $ | 31,081,181       |   | $ | 20,035,886    |  
|                                                  |   |                  |   |   |               |  
|Liabilities and Shareholders Equity              |   |                  |   |   |               |  
|                                                  |   |                  |   |   |               |  
|Current                                           |   |                  |   |   |               |  
|Accounts payable
      and accrued liabilities    | $ | 897,956          |   | $ | 491,252       |  
|Accounts payable  other (note 18(c))             |   | 1,203,277        |   |   |              |  
|Secured borrowing
      (note 18(c))              |   | 137,321          |   |   |              |  
|Promissory note payable (notes 3 and 22)          |   | 7,602,530        |   |   |              |  
|Deferred revenue,
      current portion (note 8)  |   | 1,088,003        |   |   | 675,895       |  
|Advances against future revenue streams (note 9)  |   |                 |   |   | 8,182         |  
|Current portion of
      long-term debt (note 11) |   | 363,756          |   |   | 227,567       |  
|Debentures (note 10)                              |   | 40,486           |   |   | 40,486        |  
|Loans from related parties (notes 3 and 17)       |   | 1,089,032        |   |   | 288,552       |  
|Total Current Liabilities                         |   | 12,422,361       |   |   | 1,731,934     |  
|                                                  |   |                  |   |   |               |  
|Deferred Revenue(note 8)                          |   | 2,404,163        |   |   | 1,389,678     |  
|Long-Term Debt(note 11)                           |   | 4,211,715        |   |   | 3,988,031     |  
|Total Liabilities                                 |   | 19,038,239       |   |   | 7,109,643     |  
|                                                  |   |                  |   |   |               |  
|Shareholders Equity                              |   |                  |   |   |               |  
|                                                  |   |                  |   |   |               |  
|Capital Stock(note 12)                            |   | 24,255,952       |   |   | 24,194,793    |  
|Contributed Surplus(note 12(e))                   |   | 2,913,377        |   |   | 2,944,536     |  
|Deficit                                           |   | (15,126,387      | ) |   | (14,213,086   | )
|Total Shares
      holders Equity                |   | 12,042,942       |   |   | 12,926,243    |  
|Total Liabilities and Shareholders Equity        | $ | 31,081,181       |   | $ | 20,035,886    |  

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

Approved on behalf of the Board:

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

See accompanying notes to consolidated financial
  statements.

F-5

---

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

|                                                                                                                      |   |                     |   |   | Nine-month    |   |   |              |  
|--------------------------------------------------------------------------------------------------------------------- | - | ------------------- | - | - | ------------- | - | - | ------------ | -
|                                                                                                                      |   | Year Ended          |   |   | Period Ended  |   |   | Year Ended   |  
|                                                                                                                      |   | September 30,       |   |   | September 30, |   |   | December 31, |  
|                                                                                                                      |   | 2008                |   |   | 2007          |   |   | 2006         |  
|                                                                                                                      |   | (Restated  note 22 | ) |   |               |   |   |              |  
|Revenues                                                                                                              |   |                     |   |   |               |   |   |              |  
|Membership and travel                                                                                                 |   | 3,593,847           |   |   | 2,320,916     |   |   | 3,546,965    |  
|Interest                                                                                                              |   | 106,364             |   |   | 149,275       |   |   | 53,251       |  
|Miscellaneous                                                                                                         |   | 16,943              |   |   | 102,447       |   |   | 477,482      |  
|                                                                                                                      |   | 3,717,154           |   |   | 2,572,638     |   |   | 4,077,698    |  
|Expenses                                                                                                              |   |                     |   |   |               |   |   |              |  
|Wages (note 12)                                                                                                       |   | 3,060,503           |   |   | 3,437,026     |   |   | 1,081,049    |  
|General and administration                                                                                            |   | 2,340,578           |   |   | 761,610       |   |   | 1,425,227    |  
|Bad debt expense (note 4(d))                                                                                          |   | 394,386             |   |   |              |   |   |             |  
|Commission costs                                                                                                      |   | 319,488             |   |   | 518,363       |   |   | 687,784      |  
|Amortization of property and equipment                                                                                |   | 82,854              |   |   | 65,957        |   |   | 7,830        |  
|Amortization of acquired access right                                                                                 |   | 3,224               |   |   | 2,149         |   |   |             |  
|Amortization of
      purchased memberships (note 18(c))                                                              |   | 684,738             |   |   |              |   |   |             |  
|                                                                                                                      |   | 6,885,771           |   |   | 4,785,105     |   |   | 3,201,890    |  
|                                                                                                                      |   |                     |   |   |               |   |   |              |  
|Operating Income (Loss)                                                                                               |   | (3,168,617          | ) |   | (2,212,467    | ) |   | 875,808      |  
|Other Income (Expenses)                                                                                               |   |                     |   |   |               |   |   |              |  
|Net gain on investment in life settlement contracts (note 5)                                                          |   | 5,447,464           |   |   |              |   |   |             |  
|Gain
      on settlement of debt (note 3)                                                                             |   | 46,673              |   |   |               |   |   |              |  
|Loss on sale-lease back of vehicle                                                                                    |   | (45,040             | ) |   |              |   |   |             |  
|Foreign exchange loss                                                                                                 |   | (503,784            | ) |   |              |   |   |             |  
|Write off
      of access rights to wholesale priced condo 
                            
      accommodation (note 7) |   | (27,052             | ) |   |              |   |   |             |  
|Write-down of Needles project (note 3(a))                                                                             |   | (1,619,163          | ) |   |              |   |   |             |  
|Impairment of
      property and equipment (note 6)                                                                   |   | (1,800,000          | ) |   |              |   |   |             |  
|                                                                                                                      |   | 1,499,098           |   |   |              |   |   |             |  
|                                                                                                                      |   |                     |   |   |               |   |   |              |  
|Income/(Loss) Before Non-controlling
      Interest and IncomeTaxes                                                   |   | (1,669,519          | ) |   | (2,212,467    | ) |   | 875,808      |  
|Income Taxes Recovery (Expense)(note 13)                                                                              |   | 9,401               |   |   |              |   |   | (453         | )
|                                                                                                                      |   |                     |   |   |               |   |   |              |  
|Net Income (Loss) before
      Non-controlling interest                                                               |   | (1,660,118          | ) |   | (2,212,467    | ) |   | 875,355      |  
|Net Loss Attributable to Non-controlling interest                                                                     |   | 746,817             |   |   |              |   |   |             |  
|Net and Comprehensive
      Income (loss) for the Period                                                              |   | (913,301            | ) |   | (2,212,467    | ) |   | 875,355      |  
|Deficit, Beginning of Period                                                                                          |   | (14,213,086         | ) |   | (12,000,619   | ) |   | (12,664,990  | )
|Excess of purchase price over net asset(note 18 (b))                                                                  |   |                    |   |   |              |   |   | (210,984     | )
|Deficit, End of Period                                                                                                | $ | (15,126,387         | ) | $ | (14,213,086   | ) | $ | (12,000,619  | )
|                                                                                                                      |   |                     |   |   |               |   |   |              |  
|Basic earnings (loss) per share                                                                                       | $ | (0.02               | ) | $ | (0.09         | ) | $ | 0.17         |  
|Diluted earnings (loss) per
      share                                                                               | $ | (0.02               | ) | $ | (0.09         | ) | $ | 0.17         |  
|                                                                                                                      |   |                     |   |   |               |   |   |              |  
|Weighted average number of common shares outstanding (note
      12 (b))                                              |   |                     |   |   |               |   |  

See accompanying notes to consolidated financial
  statements.

F-6

---

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

|                                                                                                                             |   |                     |   |   | Nine-month    |   |   |              |  
|---------------------------------------------------------------------------------------------------------------------------- | - | ------------------- | - | - | ------------- | - | - | ------------ | -
|                                                                                                                             |   | Year Ended          |   |   | Period Ended  |   |   | Year Ended   |  
|                                                                                                                             |   | September 30,       |   |   | September 30, |   |   | December 31, |  
|                                                                                                                             |   | 2008                |   |   | 2007          |   |   | 2006         |  
|Operating Activities                                                                                                         |   | (Restated  Note 22 | ) |   |               |   |   |              |  
|Net income/(loss)                                                                                                            | $ | (913,301            | ) | $ | (2,212,467    | ) | $ | 875,355      |  
|Adjustments to reconcile net income (loss) to
      net cash 
           
       provided by (used in) operating activities: |   |                     |   |   |               |   |   |              |  
|Net gain on investment in life settlement contracts                                                                          |   | (5,447,464          | ) |   |              |   |   |             |  
|Non-controlling interest                                                                                                     |   | (746,817            | ) |   |              |   |   |             |  
|Deferred
      vacation membership revenue                                                                                   |   | (973,426            | ) |   | (829,254      | ) |   | (1,299,300   | )
|Deferred vacation membership commission costs                                                                                |   | 150,240             |   |   | 416,063       |   |   | 687,784      |  
|Amortization of property and equipment                                                                                       |   | 82,854              |   |   | 65,957        |   |   | 7,830        |  
|Amortization of intangible assets                                                                                            |   | 687,962             |   |   | 2,149         |   |   |             |  
|Loss on
      sale-lease back of vehicle                                                                                     |   | 45,040              |   |   |              |   |   |             |  
|Write off of intangibles                                                                                                     |   | 27,052              |   |   |              |   |   |             |  
|Write down
      on Needles project                                                                                          |   | 1,619,163           |   |   |              |   |   |             |  
|Impairment of property and equipment                                                                                         |   | 1,800,000           |   |   |              |   |   |             |  
|Bad debt
      expense                                                                                                       |   | 394,386             |   |   |              |   |   |             |  
|Accrued interest on loan from related party                                                                                  |   | 53,820              |   |   |              |   |   |             |  
|Gain on
      settlement of debt                                                                                             |   | (46,673             | ) |   |              |   |   |             |  
|Revenue recognized on advances against future revenue streams                                                                |   |                    |   |   | (17,139       | ) |   | (67,680      | )
|Stock-based
      compensation                                                                                               |   |                    |   |   | 2,944,536     |   |   |             |  
|Unrealized foreign exchange gain                                                                                             |   | 503,784             |   |   | (644,350      | ) |   |             |  
|(Increase)
      decrease in amounts, notes and other receivables                                                            |   | (73,096             | ) |   | 171,663       |   |   | (144,206     | )
|(Increase) decrease in prepaid expenses                                                                                      |   | (5,738              | ) |   | 12,208        |   |   | 11,600       |  
|Decrease in
      inventory - condos                                                                                         |   |                    |   |   |              |   |   | 3,433        |  
|(Increase) decrease in deferred costs                                                                                        |   |                    |   |   | (554,543      | ) |   | (517,843     | )
|Increase
      (decrease) in accounts payable and accrued liabilities                                                        |   | 398,523             |   |   | (177,763      | ) |   | (452,395     | )
|Increase (decrease) in deferred revenue                                                                                      |   | 2,400,019           |   |   | 739,386       |   |   | 894,216      |  
|Increase
      (decrease) in secured borrowing                                                                               |   | 137,321             |   |   |              |   |   |             |  
|Decrease in deferred gain                                                                                                    |   |                    |   |   |              |   |   | (81,022      | )
|Cash Provided by (Used in) Operating Activities                                                                              |   | 93,649              |   |   | (83,554       | ) |   | (82,228      | )
|                                                                                                                             |   |                     |   |   |               |   |   |              |  
|Investing Activities                                                                                                         |   |                     |   |   |               |   |   |              |  
|Cash on-hand upon acquisition                                                                                                |   | 814,003             |   |   |              |   |   |             |  
|Short-term investment                                                                                                        |   |                    |   |   |              |   |   | (10,710      | )
|Purchase of property and equipment                                                                                           |   | (5,183,301          | ) |   | (1,882,212    | ) |   | (2,689,738   | )
|Purchase of Family Vacation Center                                                                                           |   | (1,849,589          | ) |   |              |   |   |             |  
|Purchase of intangible property                                                                                              |   |                    |   |   | (32,425       | ) |   |             |  
|Purchase of investment in life settlement contracts                                                                          |   | (1,788,567          | ) |   |              |   |   |             |  
|Payment of investment life settlement premiums                                                                               |   | (1,118,127          | ) |   |              |   |   |             |  
|Organization costs                                                                                                           |   | (108,580            | ) |   | (149,976      | ) |   |             |  
|Cash Used in Investing Activities                                                                                            |   | (9,234,161          | ) |   | (2,064,613    | ) |   | (2,700,448   | )
|                                                                                                                             |   |                     |   |   |               |   |   |              |  
|Financing Activities                                                                                                         |   |                     |   |   |               |   |   |              |  
|Net
      proceeds received on share issuance                                                                                |   | 30,000              |   |   | 9,391,996     |   |   |             |  
|Amounts due to (from) related parties                                                                                        |   | 309,448             |   |   |              |   |   | 199,684      |  
|Loans from related parties                                                                                                   |   | 375,689             |   |   | (42,047       | ) |   | 91,223       |  
|Current portion of long-term debt                                                                                            |   | 16,415              |   |   | 178,304       |   |   | 49,263       |  
|Long-term debt                                                                                                               |   | 102,576             |   |   | 602,866       |   |   | 2,704,525    |  
|Reduction in capital stock on disposal of asset                                                                              |   |                    |   |   |              |   |   | (350,000     | )
|Adjustment to
      accumulated deficit                                                                                      |   |                    |   |   |              |   |   | (210,984     | )
|Cash Provided by Financing Activities                                                                                        |   | 834,128             |   |   | 10,131,119    |   |   | 2,483,711    |  
|Effect of foreign exchange
      on cash                                                                                     |   | (88,957             | ) |   |              |   |   |             |  
|Increase (Decrease) in Cash                                                                                                  |   | (8,395,341          | ) |   | 7,982,952     |   |   | (298,965     | )
|Cash and Cash Equivalents, Beginning of Period                                                                               |   | 8,624,205           |   |   | 641,253       |   |   | 940,218      |  
|                                                                                                                             |   |                     |   |   |               |   |   |              |  
|Cash and Cash Equivalents, End of Period                                                                                     | $ | 228,864             |   | $ | 8,624,205     |   | $ | 641,253      |  

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

F-7

---

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

|1. | Nature of Operations and Ability to Continue as a
      Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company was incorporated on September 22, 1995 under
      the Business Corporations Act(British Columbia) and commenced
      operations on that date. On October 2, 1997, the Company was continued
      under the laws of the Province of Ontario. Effective February 26, 1999,
      the Company changed its name from Snowbird Vacations International Inc. to
      inTRAVELnet.com inc. and on April 17, 2002, the Companys name was changed
      to Forum National Investments Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company earns revenue from investments in life settlement contracts, the sale of travel and fitness club membership and monthly dues from the members of its travel and fitness clubs. As at September 30, 2008, the Company has accumulated deficit of $15,126,387 and working capital deficiency of $6,371,890. The Company anticipates incurring substantial expenditures to further develop its investment in the life settlement business. Also, the continued existence of the Company is dependent upon its ability to generate profit from its vacation club business lines to meet its obligations as they become due. In March 2009, the Company received payment of US$5M on its life settlement receivable. The Company intends to finance the future capital required to acquire life settlement contracts and continued operations from a combination of traditional debt, equity markets and cash flow from operations. However, there is no assurance that (a) traditional debt and equity markets may 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 expectation. The outcome of these matters cannot be predicted with certainty and therefore the Company may not be able to continue operations as planned. These amended consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |                                                     | Incorporating                  | Date of Acquisition    
| | --------------------------------------------------- | ------------------------------ | -----------------------
| | Subsidiaries                                        | Jurisdiction                   | or Incorporation       
| |                                                     |                                |                        
| | inTRAVELnet.com inc.                                | Alberta, Canada                | November 9, 1999       
| | Intravelnet Ltd.                                    | Ontario, Canada                | July 25, 2003          
| | ATM Travel Group Ltd. (ATM)                       | British
      Columbia, Canada | April 3, 2000          
| | International Fitness Vacations (BC) Ltd. (note 19) | British Columbia, Canada       | December 31, 2006      
| | Price Shield Systems Inc. (note 18)                 | Washington
      State, USA    | February 27,
      2007
| | American Life Settlement Society LLC                | State of Delaware, USA         | November 15, 2007      
| | Colorado River Resorts, LLC                         | California, USA                | January 1, 2008        

F-8

---

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

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

F-9

---

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

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

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

| | (f) | Deferred organization costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | The Company defers the costs relating to the structuring
      of a proposed trust to fund future growth of the life settlement business.
      The costs of setting up the trust will be amortized once the proposed
      trust is operational. The Company expects the trust to be operational
      during 2009.                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g) | Purchased intangibles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | The Company defers and amortizes the cost of purchased
      intangibles, which consists of a license to purchase condo accommodation
      at wholesale prices. Amortization is provided on a straight-line basis
    over a period of ten years. Purchased vacation memberships are amortized over their expected useful life, up to 5 years.                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | Intangible assets acquired in a business combination are
      identified and recognized apart from goodwill when they arise from either
      contractual enterprise and sold, transferred, licensed, rented or
      exchanged, either individually or with a group of related assets or
      liabilities. Intangible assets with definite lives are amortized over
      their estimated useful lives. When the carrying amount of goodwill exceeds
      the implied fair value of the goodwill, an impairment loss is recognized
      in the statement of operations.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (h) | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | Monetary assets and liabilities denominated in foreign
      currency have been translated into Canadian dollars at exchange rates in
      effect at the balance sheet date and non-monetary items are translated at
      rates of exchange in effect when the assets were acquired or obligations
      incurred. Revenues and expenses are translated at the rates in effect at
      the time of the transaction. Foreign exchange gains and losses are
      included in the determination of net income or loss for the
      period.                                

F-10

---

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



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

| | (i) | Advances against future revenue streams                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | The Company has entered into arrangements whereby future
      streams of certain financed membership cash flows are sold to a third
      party (Lender) while the Company is committed to provide the future
      services under these membership contracts. The Company receives cash
      proceeds on the sale at a discount to the future proceeds that the Lender
      is expected to receive from the customers. The Lender has recourse against
      the Company should the amounts become uncollectible, and the Company
      establishes a reserve for such amounts. For accounting purposes, the
      discounted proceeds have been recorded as a liability at the time of the
      transaction (note 9), which is credited to the gross value through a
      charge to interest expense over the term of the membership contracts. The
      related revenue is recorded as a reduction of the liability to reflect the
      membership services rendered by the Company with the resulting reduction
      in the Companys potential obligation, in accordance with its revenue
      recognition policy (note 2(b)).                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (j) | Earnings per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | Basic earnings-per-share is calculated using the weighted
      average number of common shares outstanding during the year and assumes
      conversion of all outstanding Series B Preference convertible shares.
      The Series B preferred convertible shares are included in the
      calculation of basic earnings per share because management considers these
      shares substantially equivalent to common stock. Management believes the
      Series B preferred shares are not contingently issuable shares and do
      not constitute a barrier to conversion. Series B preferred convertible
      shares are without par value, are convertible to one common share for each
      preferred share held, have no rights to dividends, voting, profit sharing,
      or liquidation.                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | Series A preference convertible shares are not included
      in the calculation of basic earnings per share. Management believes the
      Series A preferred shares are contingently issuable shares and
      considers conditions for conversion of the Series A preferred shares
      constitute a barrier to conversion as some events have not been met or
      occurred. Under the treasury stock method, diluted earnings-per-share is
      calculated based upon the weighted average number of shares issued and
      outstanding during the year, adjusted by the total of the additional
      common shares that would have been outstanding assuming exercise of all
      stock options and conversion of all Series A Preference convertible
      shares without par value convertible to 50% of the outstanding common
      shares after conversion. See note 12(b) for calculation of weighted
      average share outstanding for calculation of diluted earnings per share.
      In a loss year, the common share equivalents are not included in the
      calculation of diluted earnings per share as the effect would be anti
      dilutive.

F-11

---

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

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

F-12

---

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

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

F-13

---

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

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

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

F-14

---

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

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

F-15

---

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

|3. | Investment in Colorado River Resorts LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In January 2008, the Company acquired a 54% interest in
      the Colorado River Resorts, LLC, (the LLC) a real estate development
      project in Needles, California, for a price of US $1.0 million. The
      project was for the acquisition of the property, the preparation, design
      and engineering studies for the subdivision and sale of paper lots.
      Deterioration of the real estate market in the southern United States
      required the Company to revalue the investment and recognized an
      impairment of the investment. An original charge against income in the
      amount of $250,876 was made for the year ended September 30,
      2008.                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Per Note 22, the Company has restated the presentation of the investment in the Colorado River Resorts, LLC to consolidate the net assets and results of operations of the LLC from the date of acquisition of , which had previously been presented as an investment and was accounted at cost. At the time of the investment, the net financial position of the LLC was a deficit; net liabilities were comprised substantially of cash and a deposit on the proposed property acquisition offset by a loan payable.  The initial investment in the LLC did not represent the acquisition of a business, and accordingly was not accounted for as a business combination.  As the LLC was in a net deficit position, the purchase price adjustment of $206,031 representing cumulative general and administrative expenses of the LLC were written off.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Subsequent to the initial investment, the LLC entered into a sale and purchase agreement to acquire land for future development.  The arm’s length acquisition was financed through cash of $2,108,032 (US$1,988,897), and a five year vendor take-back promissory note payable of $7,331,196 (US $6,916,875).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The promissory note payable was an interest only note,
      payable quarterly and was secured solely by a first priority charge on the
      property. The note interest rate was 5% annually for years 1 to 4, and
      7.5% in year 5, with no prepayment penalty for early repayment. Subsequent
      to September 30, 2008, the Company received a Notice of Default from the
      note holder, wherefore the note holder proceeded with foreclosure on the
      property in settlement of the note payable, which was approximately $7.3
      million USD at the time of foreclosure.                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The deterioration of the real estate market in the southern United States by the end of fiscal 2008 triggered an impairment analysis of the investment in the property.  The asset group included the property and the related mortgage for which the property was the only source of cash flow to pay the liability.  The fair value of the property, based on an independent appraisal, had deteriorated below the value of the outstanding mortgage and therefore the fair value of the asset group was determined to be zero,   Accordingly, upon restatement, an additional write down of the property of $1,368,287 was recognized in 2008.                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | As at September 30, 2008, the LLC also owed $491,031 to a Company owned by a director of the Company in loans payable.  This loan bears interest at 15% per annum, compounded 1st day of each 30 day period and was due on June 20, 2008. The loan is guaranteed by two members of the LLC personally and the LLC is negotiating with the related party to settle the loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | During the year ended September 30, 2008, a LLC guarantor repaid $46,673 (US$45,830) of the loan and accrued interest to the related party. As such the LLC was released from its legal obligation of repaying that amount to the related party creditor or to the guarantor.  Consequently, the amount was recorded as a gain on settlement of debt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

F-16

---

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

|4. | Financial Instruments                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                  
|   | The Companys financial instruments and the types of
      risks to which their carrying values are exposed are as
      follows:

| |                                                |        |           |               | Risks       
| | ---------------------------------------------- | ------ | --------- | ------------- | ------------
| |                                                |        |           |               | Market risks
| |                                                | Credit | Liquidity | Interest rate | Currency    
| | Measured at amortized cost:                    |        |           |               |             
| | Accounts
      & notes receivable              | X      |           |               | X           
| | Other receivables                              | X      |           |               | X           
| | Life
      settlement receivable               | X      |           |               | X           
| | Accounts payable and
      accrued liabilities |        | X         |               | X           
| | Note
      payable                             |        | X         |               |             
| | Convertible debentures                         |        | X         |               | X           
| | Long term
      debt                           |        | X         |               | X           
| | Secured borrowings                             |        | X         |               | X           
| | Promissory note payable                        |        | X         |               | X           
| | Loans from related
      parties               |        | X         |               | X           
| |                                                |        |           |               |             
| | Measured at fair value:                        |        |           |               |             
| | Cash and
      cash equivalents                | X      |           |               | X           
| | Funds held in trust                            | X      |           |               | X           
| | Short- term deposits                           | X      |           |               |             
| | Investment in life settlement contracts        | X      |           |               | X           

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

| |                               |   | September      | 
| | ----------------------------- | - | -------------- | 
| |                               |   | 30,
      2008 | 
| |                               |   |                | 
| | Cash and cash equivalents     | $ | 228,864        | 
| | Funds held in trust           |   | 79,493         | 
| | Short-term deposits           |   | 14,210         | 
| | Accounts and notes receivable |   | 749,612        | 
| | Life settlement receivable    |   | 5,371,606      | 
| | Other receivables             |   | 4,981          | 
| |                               |   |                | 
| | Total                         | $ | 6,448,766      | 

F-17

---

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

|4. | Financial Instruments (continued)
|-- | ---------------------------------
|   |                                  
|   | (a)                              
|   |                                  
|   |                                  
|   |                                  
|   |                                  
|   |                                  
|   |                                  
|   |                                  
|   | (b)                              
|   |                                  
|   |                                  

| |                                          |   | Expected payments by period as at September 30,
      2008 | 
| | ---------------------------------------- | - | ---------------------------------------------------------- | 
| |                                          |   |                                                            | 
| |                                          |   | Within
      1 yr                                          | 
| |                                          |   |                                                            | 
| | Accounts payable and accrued liabilities | $ | 897,955                                                    | 
| | Accounts payable  other                 |   | 1,203,277                                                  | 
| | Promissory note payable                  |   | 7,602,530                                                  | 
| | Loans from related parties               |   | 1,089,032                                                  | 
| | Secured borrowings                       |   | 137,321                                                    | 
| | Long term debt                           |   | 347,341                                                    | 
| | Life settlement premiums *               |   | 192,139                                                    | 
| | Lease and contracts                      |   | 107,164                                                    | 
| |                                          |   |                                                            | 
| | Total                                    | $ | 11,576,759                                                 | 

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

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

F-18

---

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

|4. | Financial Instruments (continued)
|-- | ---------------------------------
|   |                                  
|   | (c)                              
|   |                                  
|   |                                  
|   |                                  
|   |                                  

| |                                         |  | Foreign Currency Risk (1) | 
| | --------------------------------------- |  | ------------------------- | 
| |                                         |  |                           | 
| |                                         |  | Carrying                  | 
| |                                         |  | amount                    | 
| |                                         |  | September 30,             | 
| |                                         |  | 2008                      | 
| | Financial assets                        |  |                           | 
| | Cash and cash equivalents               |  | 145,029                   | 
| | Funds held in trust                     |  | 79,493                    | 
| | Life Settlements contract receivable    |  | 5,371,606                 | 
| | Investment in life settlement contracts |  | 3,258,993                 | 
| | Financial liabilities                   |  |                           | 
| | Long term debt  current                |  | 363,756                   | 
| | Promissory note payable                 |  | 7,602,530                 | 
| | Long term debt  non current            |  | 4,211,715                 | 
| | Total (decrease)increase                |  |                           | 

| | (1) | Displayed is the effects on the Companys US dollar
      denominated financial assets and liabilities if the value of the US $
      increases or decreases by 10%
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                    
| | (2) | OCI  Other comprehensive income                                                                                                                                  

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

F-19

---

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

|4. | Financial Instruments (continued)
|-- | ---------------------------------
|   |                                  
|   | d)                               
|   |                                  
|   |                                  
|   |                                  
|   |                                  

|5. | Investments in Life Settlement Contracts                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company purchases a beneficial interest in life
      settlement contracts for long term investment purposes and accounts for
      these investments under CICA HB 3855. The Company designated the
      investments in life settlement contracts as held-for-trading and are
      recorded at fair value on each reporting date. As of September 30, 2008
      the Company has the following investment in life settlement
      contracts:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The table below summarizes the attributes of outstanding
      life settlement contracts at September 30,
      2008:                                                                                                                                                                                                                                                                                                                               

|     | Quantity  | Carrying   | Face        
|---- | --------- | ---------- | ------------
|Year | of        | value      | value (US $)
|     | contracts |            |             
|     |           |            |             
|2008 | 5         | $3,258,993 | $25,930,000 

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

| |      |   | Realized  |  |   | Unrealized | 
| | ---- | - | --------- |  | - | ---------- | 
| | Year |   | Gains     |  |   | Gains      | 
| |      |   | (Losses)  |  |   | (Losses)   | 
| |      |   |           |  |   |            | 
| | 2006 | $ | -         |  | $ | -          | 
| | 2007 | $ | -         |  | $ | -          | 
| | 2008 | $ | 3,736,541 |  | $ | 1,710,923  | 

F-20

---

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

|5. | Investments in Life Settlements
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Fair value is estimated in good-faith based on information available to the Company at each period end. The Company considered the following factors: cost at date of purchase; recent purchases and sales of similar investments, financial standing of the issuer, changes in economic conditions affecting the issuer; standard, actuarially developed mortality tables and industry life expectancy reports considering information from an independent actuary.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Assumptions : The fair value of life settlement contracts
      are estimated using present value calculations, with the following
      weighted average assumptions:                                                                                                                                                                                                                                                                                              

| |                                        | September 30,           
| | -------------------------------------- | ------------------------
| |                                        | 2008                    
| |                                        |                         
| | Average age of insured                 | 79 years                
| | Average remaining life expectancy      | 10 years                
| | Expected insurance premium growth rate | 5%                      
| | Average
      maturity value           | USD $5,200,000          
| | Mortality rates                        | Standard Life Expectancy
| | Discount rate                          | 10%                     

|6. | Property and Equipment
|-- | ----------------------

| |                        |   |            |  |   | Accumulated  |  |   |            |  |   | Net Book   | 
| | ---------------------- | - | ---------- |  | - | ------------ |  | - | ---------- |  | - | ---------- | 
| | September 30, 2008     |   | Cost       |  |   | Amortization |  |   | Impairment |  |   | Value      | 
| |                        |   |            |  |   |              |  |   |            |  |   |            | 
| | Motor vessel           | $ | 11,746,281 |  | $ |             |  | $ | 1,800,000  |  | $ | 9,946,281  | 
| | Vehicles               |   | 75,000     |  |   | 10,417       |  |   |           |  |   | 64,583     | 
| | Equipment              |   | 217,311    |  |   | 76,955       |  |   |           |  |   | 140,356    | 
| | Computers              |   | 7,737      |  |   | 5,628        |  |   |           |  |   | 2,109      | 
| | Leasehold improvements |   | 147,792    |  |   | 53,619       |  |   |           |  |   | 94,173     | 
| | Land                   |   | 9,221,693  |  |   |             |  |   | 1,619,163  |  |   | 7,602,530  | 
| |                        |   |            |  |   |              |  |   |            |  |   |            | 
| |                        | $ | 21,415,814 |  | $ | 146,619      |  | $ | 3,419,163  |  | $ | 17,850,032 | 

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

F-21

---

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

|6. | Property and Equipment (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | At September 30, 2008, the Companys motor vessel is
      under construction and its cost is therefore not being
      amortized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company recognized an impairment loss on the carrying value of the motor vessel that was under construction during the year, in the amount of $1,800,000.  As the motor vessel has not been in use, the Company was unable to prepare a discounted cash flow analysis to determine the value in use. As an alternative the fair value of the motor vessel was determined based on the amortized replacement cost.  Under the amortized replacement cost method, the replacement costs for significant components of the motor vessel were obtained, and depreciated to current market value based on a review by an independent specialist marine surveyor.                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7. | Intangibles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | As of September 30, 2008, the Company had finite-lived intangible assets which totaled $1,918,062, net of accumulated amortization of $684,738. At September 30, 2008, the Company had one finite-lived intangible asset which consisted of vacation club memberships acquired from Family Vacation Centers on October 18, 2007 as discussed further in Note 18 to these consolidated financial statements. These intangible assets are allocated to the Companys Vacation Club business segment.                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | During the nine-month period ended September 30, 2007,
      the Company had acquired access rights to wholesale priced condo
      accommodation which, as at September 30, 2007, totaled $32,425, net of
      accumulated amortization of $3,224 as at September 30, 2008 (2007 -
      $2,149). For Canadian GAAP purposes, the license is treated as an
      intangible asset and amortized on a straight-line basis over ten years.
      For US GAAP purposes, the acquisition of the license would be expensed in
      the year incurred. The application of US GAAP would result in a decrease
      in total assets of $30,276 and an increase in deficit of $30,276 (year
      ended December 31, 2006 - $nil) (Note 21).

| |                                                                 |   | September      |   |   | September      |  
| | --------------------------------------------------------------- | - | -------------- | - | - | -------------- | -
| |                                                                 |   | 30,
      2008 |   |   | 30,
      2007 |  
| |                                                                 |   |                |   |   |                |  
| | Purchased access rights to wholesale price
      condo (note 3) | $ | 32,425         |   | $ | 32,425         |  
| | Accumulated amortization                                        |   | (5,373         | ) |   | (2,149         | )
| | Impairment write-down                                           |   | (27,052        | ) |   | -              |  
| | Vacation club
      memberships                                 |   | 1,918,062      |   |   | -              |  
| |                                                                 |   |                |   |   |                |  
| |                                                                 | $ | 1,918,062      |   | $ | 30,276         |  

F-22

---

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

|8. | Deferred Revenue and
      Costs
|-- | --------------------------------

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

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

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

|10. | Debentures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Between April 19 and December 15, 2000, the Company
      issued convertible debentures in the aggregate amount of approximately
      $98,000 to friends and family of former officers and directors of the
      Company. The debentures matured between April 19 and December 15, 2002,
      are no longer convertible, no longer continue to bear interest and $34,310
      remained unpaid since that date. The Company has been unable to contact
      the debenture holders. The holder of a debenture had the right at any time
      after the issuance until maturity to voluntarily convert to common shares
      of the issuer at a rate of US $6.00 to US $12.50 per common share per
      share. The debentures are fully matured as of 2002. As of September 30,
      2008 and 2007, accrued interest on the debentures amounted to
      approximately $6,176.

F-23

---

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

|11. | Long-Term Debt                                                                             
|--- | -------------------------------------------------------------------------------------------
|    |                                                                                            
|    | The Company has secured a long-term loan to complete the
      refit project of the vessel.

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

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

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

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

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

F-24

---

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

|12. | Capital Stock
|--- | -------------
|    |              
|    | (a)          
|    |              
|    |              
|    |              
|    |              
|    |              
|    |              
|    |              
|    |              
|    | (b)          

| |                                         |  | Number
      of |   |   |            |  
| | --------------------------------------- |  | --------------- | - | - | ---------- | -
| |                                         |  | Common          |   |   |            |  
| |                                         |  | Shares          |   |   | Amount     |  
| |                                         |  |                 |   |   |            |  
| | Balance, December 31, 2006, as reported |  | 4,644,661       |   | $ | 14,802,797 |  
| | Common shares corrrection               |  | (8,124          | ) |   |           |  
| | Balance, December 31, 2006, as restated |  | 4,636,537       |   | $ | 14,802,797 |  
| | Forward share split - 3-for-1 (i)       |  | 9,273,074       |   |   |           |  
| | Private placement (ii)                  |  | 11,000,000      |   |   | 5,773,918  |  
| | Private placement (iii)                 |  | 3,500,000       |   |   | 3,650,396  |  
| | Share issue costs                       |  |                |   |   | (32,318    | )
| |                                         |  |                 |   |   |            |  
| | Balance, September 30, 2007             |  | 28,409,611      |   |   | 24,194,793 |  
| | Stock options
      exercised           |  | 30,000          |   |   | 61,159     |  
| |                                         |  |                 |   |   |            |  
| | Balance, September
      30, 2008       |  | 28,439,611      |   | $ | 24,255,952 |  

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

F-25

---

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

|12. | Capital Stock
      (continued)
|--- | -------------------------------

| | (b) | (continued)
| | --- | -----------

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

| |                                         |  | Year
      ended |  |  | Nine
      months |  |  | Year
      ended | 
| | --------------------------------------- |  | ---------------- |  |  | ----------------- |  |  | ---------------- | 
| |                                         |  | September 30,    |  |  | ended             |  |  | December 31,     | 
| |                                         |  |                  |  |  | September         |  |  |                  | 
| |                                         |  | 2008             |  |  | 30,
      2007    |  |  | 2006             | 
| |                                         |  |                  |  |  |                   |  |  |                  | 
| | Basic                                   |  | 28,425,526       |  |  | 18,477,377        |  |  | 5,073,714        | 
| | Options outstanding                     |  | -                |  |  | -                 |  |  | -                | 
| | Series “B” preferred shares conversion  |  | 13,933,983       |  |  | 4,899,862         |  |  | -                | 
| | Diluted common
      stock equivalent * |  | 42,359,509       |  |  | 23,377,239        |  |  | 5,073,714        | 

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

| |     | Diluted weighted average common stock includes common
      stock issuable if Series A and Series B preferred shares are converted and
      2,805,000 stock options outstanding are exercised assuming that any
      proceeds would be used to purchase common stocks at the average market
      price during the period.                                                                                                         
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) | Options                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | The Company did not expand the stock option plan during
      the year under review after reserving 2,850,000 shares in the common stock
      of the Company for the nine month period ended September 30, 2007 (year
      ended December 31, 2006 - $nil). The options vested immediately,
      exercisable at $1 per share and will expire in July 2012. No options were
      granted during the year ended September 30, 2008.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d) | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | Stock-based compensation costs of $nil for the year ended
      September 30, 2008. Included in wages expense for the nine month period
      ended September 30, 2007, is stock-based compensation costs of $2,944,536
      (year ended December 31, 2006 - $nil) for options granted to directors,
      employees and consultants of the Company.                                                                                

F-26

---

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

|12. | Capital Stock (continued)
|--- | -------------------------
|    |                          
|    | (d)                      
|    |                          
|    |                          

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

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

| |              | Options
      Outstanding |                  | Options Exercisable
| | ------------ | ------------------------- | ---------------- | -------------------
| | Exercise     | Number                    | Remaining        | Number             
| | Price (US $) | of
      Options          | Contractual Life | of
      Options   
| |              |                           |                  |                    
| | $1.00        | 2,805,000                 | 3.75 years       | 2,805,000          

The fair value of stock options used
  to calculate stock-based compensation is estimated using the Black-Scholes
  option pricing model with the following weighted average assumptions:

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

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

| | Balance, January 01, 2007      | $ |          |  
| | ------------------------------ | - | --------- | -
| | Stock-based
      compensation |   | 2,944,536 |  
| | Balance, September 30, 2007    |   | 2,944,536 |  
| | Stock option
      exercised   |   | (31,159   | )
| | Balance, September 30, 2008    | $ | 2,913,377 |  

F-27

---

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

|13. | Income Taxes                                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                       
|    | The reconciliation of income tax provision computed at
      statutory rates to the reported income tax provision is as
      follows:

| |                                                                                            |   |               |   |   | Nine
      month |   |   |              |  
| | ------------------------------------------------------------------------------------------ | - | ------------- | - | - | ---------------- | - | - | ------------ | -
| |                                                                                            |   | Year ended    |   |   | period ended     |   |   | Year ended   |  
| |                                                                                            |   | September 30, |   |   | September 30,    |   |   | December 31, |  
| |                                                                                            |   | 2008          |   |   | 2007             |   |   | 2006         |  
| |                                                                                            |   |               |   |   |                  |   |   |              |  
| | Statutory income tax rate                                                                  |   | 31.5%         |   |   | 33.9%            |   |   | 33.8%        |  
| |                                                                                            |   |               |   |   |                  |   |   |              |  
| | Statutory rate applied to income (loss)
      from 
      operations before income taxes   | $ | (525,900      | ) | $ | (750,026         | ) | $ | 296,023      |  
| | Permanent differences                                                                      |   | (1,707,977    | ) |   | 1,007,468        |   |   | 20,058       |  
| | Cost (benefit) of previously unrecognized
      tax pools                                  |   | 2,321,321     |   |   | (145,279         | ) |   | (315,628     | )
| | Tax effect of depreciation and amortization in excess 
          of capital cost allowance |   | (96,845       | ) |   | (112,163         | ) |   |             |  
| |                                                                                            |   |               |   |   |                  |   |   |              |  
| | Income tax expense (recovery)                                                              | $ | (9,401        | ) | $ |                 |   | $ | 453          |  
| |                                                                                            |   |               |   |   |                  |   |   |              |  
| | Comprising:                                                                                |   |               |   |   |                  |   |   |              |  
| |                                                                                            |   |               |   |   |                  |   |   |              |  
| | Income taxes (recovery) expense  current                                                  | $ | (9,401        | ) | $ |                 |   | $ | 453          |  
| | Income taxes  future                                                                      | $ |              |   | $ |                 |   | $ |             |  

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

| |                                                                                         |   | September 30, |   |   | September 30, |  
| | --------------------------------------------------------------------------------------- | - | ------------- | - | - | ------------- | -
| |                                                                                         |   | 2008          |   |   | 2007          |  
| |                                                                                         |   |               |   |   |               |  
| | Future income tax assets:                                                               |   |               |   |   |               |  
| | Non-capital loss
      carry forwards                                                   | $ | 1,857,000     |   | $ | 1,397,920     |  
| | Capital loss carry forwards                                                             |   | 154,000       |   |   | 378,127       |  
| | Cumulative
      eligible capital                                                       |   | 430,000       |   |   |               |  
| | Excess
      (deficiency) of tax cost over book value of tangible and intangible assets |   | 554,000       |   |   | 178,155       |  
| |                                                                                         |   |               |   |   |               |  
| |                                                                                         |   |               |   |   |               |  
| |                                                                                         |   | 2,995,000     |   |   | 1,954,202     |  
| | Valuation allowance                                                                     |   | (2,995,000    | ) |   | (1,954,202    | )
| |                                                                                         |   |               |   |   |               |  
| | Future income taxes, net                                                                | $ |              |   | $ |              |  

F-28

---

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

|13. | Income Taxes (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The ultimate realization of the future tax assets is
      dependent upon the generation of future taxable income during the periods
      in which those temporary differences become deductible. In assessing the
      reliability of future tax assets, management considers whether it is more
      likely than not that some or all of the future tax assets will be
      realized. Where management does not believe that realization is more
      likely than not, a valuation allowance is provided.                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Company has non-capital income tax loss carry
      forwards of approximately $7,428,000 available to reduce future years
      taxable income expiring between 2008 and 2028.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Company has a capital loss carry-forward of
      approximately $614,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The accounting estimates related to the liability for
      uncertain tax positions require us to make judgments regarding the
      sustainability of each uncertain tax position based on its technical
      merits. If we determine it is more likely than not a tax position will be
      sustained based on its technical merits, we record the impact of the
      position in our audited consolidated financial statements at the largest
      amount that is greater than 50% likely of being realized upon ultimate
      settlement. These estimates are updated at each reporting date based on
      the facts, circumstance and information available.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Actual income tax expense, income tax assets and
      liabilities could vary due to future changes in income tax laws,
      significant changes in the taxability of certain proceeds received by the
      Company particularly between Canadian and US jurisdictions, or unpredicted
      results from the final assessment of each years liability, if any, by
      various taxing authorities.                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|14  | Capital Management Policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Companys objective when managing capital are; to
      safeguard the Companys ability to continue as a going concern in order to
      achieve profitable operations and to maintain optimal capital structure,
      while ensuring the Company strategic objectives are met; and to provide an
      appropriate return to shareholders relative to the risk of the Companys
      underlying assets.                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Company considers the items included in shareholders
      equity as capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|15. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | In addition to other obligations disclosed
      elsewhere:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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

F-29

---

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

|15. | Commitments (continued)
|--- | -----------------------
|    |                        
|    | (b)                    

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

|16. | Contingent liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Company has been named as a defendant with respect to
      injuries sustained at a travel seminar organized by a person licensed to
      sell travel memberships on behalf of the Company. Forum in conjunction
      with its insurance company has defended the claim, on the basis that it
      neither conducted its business from the premises at issue nor organized
      the seminar at issue. Forum considers the above suit frivolous, a
      nuisance, and without merit. Accordingly, it is not possible at this time
      to assess the likelihood of recovery or to estimate the possible quantum
      of damages. The Company has liability insurance to mitigate any financial
      loss to the Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|17. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | In addition to related party transactions disclosed
      elsewhere in these financial statements, the following transactions have
      occurred:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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

F-30

---

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

|18. | Acquisitions
|--- | ------------
|    |             
|    | (a)         
|    |             
|    | (b)         

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

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

| |     | Canadian GAAP requires that any assets or liabilities
      acquired in a non-arms length transaction be recorded in the Companys
      records at the carrying value of the vendor. The amounts above attributed
      to net identifiable assets approximate their carrying value in the records
      of International Fitness Vacations (BC) Ltd. The amount attributed to
      excess of purchase price over net identifiable assets acquired has been
      charged to deficit, for the year ended December 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | Effective October 18, 2007, the Company completed a
      business combination by acquiring the assets of Family Vacation Centers,
      being notes receivable and vacation club memberships from Family Vacation
      Centers Inc (The Vendor), for an amount of $3,052,866. The Company did
      not purchase the outstanding capital stock of the Vendor and no debt or
      obligations of the Vendor were assumed. Consideration given was a cash
      payment in the amount of $1,849,589 and an amount $1,203,277 to be settled
      in capital stock of the Company which was accrued in accounts payable as
      at September 30, 2008. Given the present economic condition, the Company
      has ceased actively selling new travel club memberships from this location
      at this time. The Company continues to operate the vacation club and
      derive cash flow from the notes receivable.

F-31

---

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

|18. | Acquisitions(continued)
|--- | -----------------------

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

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

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

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

F-32

---

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

|19. | Supplemental Cash Flow Information
|--- | ----------------------------------
|    |                                   
|    | Cash flow information:            

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

|20. | Subsequent Events
|--- | -----------------
|    |                  
|    | (a)              
|    |                  
|    | (b)              
|    |                  
|    | (c)              
|    |                  
|    |                  
|    |                  
|    | (d)              

F-33

---

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

|21. | United States Generally Accepted Accounting Principles
      Reconciliation                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                          
|    | These financial statements have been prepared in
      accordance with Canadian GAAP, which differ in certain respects from those
      principles and practices that the Company would have followed had its
      consolidated financial statements been prepared in accordance with US GAAP
      as summarized below:

| | (a) | Stock-based compensation
| | --- | ------------------------

| | (i) | Under US GAAP, the issue of stock options and warrants to
      non-employees is accounted for under FASB Statement No. 123R (SFAS
      123R), Share-based Payment, and related interpretations. The
      Company recognizes compensation expense for stock options issued to
      non-employees for services received based upon the fair value of the
      services received or the equity instruments issued, whichever is more
      reliably determined. Prior to the adoption of SFAS 123R, the Company had
      accounted for stock options issued to non- employees at fair value under
      FSAB Statement No 123 (SFAS 123), Accounting for Stock-based
        Compensationtherefore, the adoption of SFAS 123R had no effect on
      the Companys accounting policy. During the year ended December 31, 2002,
      the Company adopted the new recommendations of the CICA Handbook section
      related to stock-based compensation payments (note 2(d)). Under this
      policy, stock options issued to non- employees after December 31, 2001 are
      accounted for consistently with US GAAP. Under Canadian GAAP, stock
      options issued to non-employees prior to December 31, 2001 were not valued
      and no stockbased compensation expense was recorded. Therefore, for the
      year ended December 31, 2002, the measurement difference for non-employee
      stock options relate to options granted prior to January 01,
      2002.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | The fair value of the stock options and warrants granted
      to non-employees during the years ended December 31, 2001 and 2000 were
      estimated on the date of grant using the Black- Scholes option pricing
      model and the following weighted average
      assumptions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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

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

F-34

---

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

|21. | United States Generally Accepted Accounting Principles
      Reconciliation (continued)
|--- | ---------------------------------------------------------------------------------------
|    |                                                                                        
|    | (b)                                                                                    
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        
|    | (c)                                                                                    
|    |                                                                                        
|    |                                                                                        

F-35

---

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

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

| | (c) | Uncertain tax position (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | Previously recognized tax positions
      that no longer meet the more-likely-than-not recognition threshold should
      be de-recognized in the first subsequent financial reporting period in
      which that threshold is no longer met. Use of a valuation allowance as
      described in FAS No. 109 is not an appropriate substitute for the
      de-recognition of a tax position. The requirement to assess the need for a
      valuation allowance for deferred tax assets based on sufficiency of future
      taxable income is unchanged by this interpretation. This Interpretation is
      effective for fiscal years beginning after December 15, 2006. The Company
      determined that as at September 30, 2008 and 2007, its tax position will
      more likely than not be sustained upon examination. As a result, no tax
      provisions were accrued. However, the validity of any tax position is a
      matter of tax law, the body of statutory, regulatory and interpretive
      guidance on the application of the law is complex and often ambiguous.
      Because of this, whether a tax position will ultimately be sustained may
      be uncertain.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) | Deferred organization costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | During the nine month period ended September 30, 2007 the
      Company deferred costs associated with setting up its Life Settlement
      business. In April 1998, the American Institute of Certified Public
      Accountants (AICPA) issued Statement of Position (SOP) No. 98-5,
      Reporting on the Costs of Start-Up Activities. The SOP is
      intended to provide guidance on how organizations should report start-up
      and organization costs. SOP No. 98-5 requires that such costs be expensed,
      rather than capitalized, which has been the usual practice. The
      application of US GAAP would result in a decrease in Total Assets of
      $258,556 (2007 - $149,976) and an increase in deficit of $258,556 (2007 -
      $149,976).                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e) | Purchased intangibles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | During the nine month period ended September 30, 2007 the
      Company acquired access rights to wholesale priced condo accommodation.
      For Canadian GAAP purposes, the license is treated as an intangible asset
      and amortized on a straight-line basis over 10 years. For US GAAP
      purposes, the acquisition of the license would be expensed in the year
      incurred. During the year ended September 30, 2008, the Company wrote-off
      the investment. The application of US GAAP would result in a decrease in
      Total Assets as at September 30, 2008 of $nil (2007 - $ 30,276), a
      increase in net income for the year ended September 30, 2008 of $30,276
      (for the nine-month ended September 30, 2007  increase in net loss of
      $30,256 and for the year ended December 31, 2006 - $nil) and an increase
      in deficit of $nil (2007 - $ 30,276 and 2006 - $ nil).                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (f) | Life settlement contracts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | On March 27, 2006, FASB Staff Position No. FTB 85-4-1 Accounting for Life Settlement Contracts by Third-Party
      Investors(FSP FTB 85-4-1) was issued, which amends FTB 85-4. The FASB
      Staff Position states that an investor may elect to account for its
      investments in life settlement contracts using either the investment
      method or the fair value method. The election shall be made
      on an instrument-by instrument basis and is irrevocable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-36

---

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

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

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

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

F-37

---

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

|21. | United States Generally Accepted Accounting Principles
      Reconciliation (continued)
|--- | ---------------------------------------------------------------------------------------
|    |                                                                                        
|    | (g)                                                                                    
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        
|    | (h)                                                                                    
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        
|    |                                                                                        

| |                                                              |   | September  |   |   | September  |  
| | ------------------------------------------------------------ | - | ---------- | - | - | ---------- | -
| |                                                              |   | 30, 2008   |   |   | 30, 2007   |  
| | Total Assets under Canadian GAAP (restated
      note 22)    | $ | 31,081,181 |   | $ | 20,035,886 |  
| | Adjustment for Deferred
      Organization cost (note 21(d)) |   | (258,556   | ) |   | (149,976   | )
| | Intangibles, net (note 21(e))                                |   |           |   |   | (30,276    | )
| |                                                              |   |            |   |   |            |  
| | Total Assets under US GAAP                                   | $ | 30,822,625 |   | $ | 19,855,634 |  

F-38

---

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

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

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

| |                                                                                   |   | September  |  |   | September  | 
| | --------------------------------------------------------------------------------- | - | ---------- |  | - | ---------- | 
| |                                                                                   |   | 30,        |  |   | 30,        | 
| |                                                                                   |   | 2008       |  |   | 2007       | 
| |                                                                                   |   |            |  |   |            | 
| | Capital stock, under Canadian GAAP
      (restated note 22)                       | $ | 24,255,952 |  | $ | 24,194,793 | 
| | Contributed surplus                                                               |   | 2,913,377  |  |   | 2,944,536  | 
| | Adjustment for stock-based compensation for
      non-employees (note 21(a))      |   | 684,664    |  |   | 684,664    | 
| | Adjustment for acquisition of Fitness Vacations (note
      2(b)(i)               |   | 1,217,705  |  |   | 1,217,705  | 
| | Adjustment for accounts payable settled by share issuances
      (note 21(b)(ii)) |   | 695,681    |  |   | 695,681    | 
| |                                                                                   |   |            |  |   |            | 
| | Capital stock, under US GAAP                                                      | $ | 29,767,379 |  | $ | 29,737,379 | 

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

| |                                                                                                                          |   |             |   |   | Nine-month   |   |   |              |  
| | ------------------------------------------------------------------------------------------------------------------------ | - | ----------- | - | - | ------------ | - | - | ------------ | -
| |                                                                                                                          |   | Year ended  |   |   | period ended |   |   | Year ended   |  
| |                                                                                                                          |   | September   |   |   | September    |   |   | December 31, |  
| |                                                                                                                          |   | 30,         |   |   | 30,          |   |   |              |  
| |                                                                                                                          |   | 2008        |   |   | 2007         |   |   | 2006         |  
| |                                                                                                                          |   |             |   |   |              |   |   |              |  
| | Deficit, under Canadian GAAP (restated note
      22)                                                                    | $ | (15,126,387 | ) | $ | (14,213,086  | ) | $ | (12,006,619  | )
| |                                                                                                                          |   |             |   |   |              |   |   |              |  
| | Adjustment for Deferred Organization cost                                                                                |   | (258,556    | ) |   | (149,976     | ) |   |             |  
| | Adjustment for Intangibles, net                                                                                          |   |            |   |   | (30,276      | ) |   |             |  
| | Adjustment for stock-based 
        
      compensation for non-employees 
         for non-employees (note
      21(a)) |   | (684,664    | ) |   | (684,664     | ) |   | (684,664     | )
| |                                                                                                                          |   |             |   |   |              |   |   |              |  
| | Adjustment for acquisition of Fitness
      Vacations (note 21(b)(i))                                                    |   | (1,217,705  | ) |   | (1,217,705   | ) |   | (1,217,705   | )
| |                                                                                                                          |   |             |   |   |              |   |   |              |  
| | Adjustment for accounts payable settled 
         by share issuances (notes 21(b)(ii) and (iii))                         |   | (695,681    | ) |   | (695,681     | ) |   | (695,681     | )
| |                                                                                                                          |   |             |   |   |              |   |   |              |  
| | Deficit, under US GAAP                                                                                                   | $ | (17,982,993 | ) | $ | (16,991,388  | ) | $ | (14,604,669  | )

F-39

---

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

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

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

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

| |                                                                                          |   |            |   |   | Nine-month   |   |   |            | 
| | ---------------------------------------------------------------------------------------- | - | ---------- | - | - | ------------ | - | - | ---------- | 
| |                                                                                          |   | Year ended |   |   | period ended |   |   | Year ended | 
| |                                                                                          |   | September  |   |   | September    |   |   | December   | 
| |                                                                                          |   | 30,        |   |   | 30,          |   |   | 31,        | 
| |                                                                                          |   | 2008       |   |   | 2007         |   |   | 2006       | 
| |                                                                                          |   |            |   |   |              |   |   |            | 
| | Net income (loss) for the
      period, 
         under Canadian GAAP (restated note 22) | $ | (913,301   | ) | $ | (2,212,467   | ) | $ | 875,355    | 
| | Adjustment for Deferred Organization cost                                                |   | (108,580   | ) |   | (149,976     | ) |   |           | 
| | Adjustment for Intangibles, net                                                          |   | 30,276     |   |   | (30,276      | ) |   |           | 
| | Net income (loss)
      for the period, under US GAAP                                    | $ | (991,605   | ) | $ | (2,392,719   | ) | $ | 875,355    | 
| |                                                                                          |   |            |   |   |              |   |   |            | 
| | Basic earnings (loss) per share, under US GAAP                                           | $ | (0.02      | ) | $ | (0.10        | ) | $ | 0.17       | 
| | Diluted earnings per share, under US GAAP                                                | $ | (0.02      | ) | $ | (0.10        | ) | $ | 0.17       | 

|22. | Restatement
|--- | -----------

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

F-40

---

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

|22. | Restatement (continued)
|--- | -----------------------

| |                                                                   |   | Previously  |   |   |             |   |   |             |  
| | ----------------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
| |                                                                   |   | Reported    |   |   | Adjustments |   |   | Restated    |  
| |                                                                   |   |             |   |   |             |   |   |             |  
| | Liabilities                                                       |   |             |   |   |             |   |   |             |  
| | Promissory note payable (c)                                       | $ |            |   | $ | 7,602,530   |   | $ | 7,602,530   |  
| | Loans from
      related parties (c)                              | $ | 598,001     |   | $ | 491,031     |   | $ | 1,089,032   |  
| | Total Current Liabilities                                         | $ | 4,328,800   |   | $ | 8,093,561   |   | $ | 12,422,361  |  
| | Total Liabilities                                                 | $ | 10,944,678  |   | $ | 8,093,561   |   | $ | 19,038,239  |  
| |                                                                   |   |             |   |   |             |   |   |             |  
| | Shareholders Equity                                              |   |             |   |   |             |   |   |             |  
| | Deficit                                                           | $ | (11,910,648 | ) | $ | (3,215,739  | ) | $ | (15,126,387 | )
| | Total
      Shareholders Equity                                  | $ | 15,258,681  |   | $ | (3,215,739  | ) | $ | 12,042,942  |  
| | Total Liabilities andShareholders Equity                         | $ | 26,203,359  |   | $ | 4,877,822   |   | $ | 31,081,181  |  
| |                                                                   |   |             |   |   |             |   |   |             |  
| | Revenues                                                          |   |             |   |   |             |   |   |             |  
| | Life Settlements, Net (d)                                         | $ | 5,700,110   |   | $ | (5,700,110  | ) | $ |            |  
| | Total Revenues (d)                                                | $ | 9,417,264   |   | $ | (5,700,110  | ) | $ | 3,717,154   |  
| |                                                                   |   |             |   |   |             |   |   |             |  
| | Expenses                                                          |   |             |   |   |             |   |   |             |  
| | General and administration
      (c)                              | $ | 2,259,454   |   | $ | 81,124      |   | $ | 2,340,578   |  
| | Amortization of purchased memberships (b)                         | $ | 681,350     |   | $ | 3,388       |   | $ | 684,738     |  
| | Total Expenses                                                    | $ | 6,801,259   |   | $ | 84,512      |   | $ | 6,885,771   |  
| |                                                                   |   |             |   |   |             |   |   |             |  
| | Other Income (Expenses)                                           |   |             |   |   |             |   |   |             |  
| | Foreign Exchange Gain (Loss) (c)                                  | $ |            |   | $ | (503,784    | ) | $ | (503,784    | )
| | Net Gain on investment in life settlement contracts (d and f)     | $ |            |   | $ | 5,447,464   |   | $ | 5,447,464   |  
| | Gain on settlement of debt by guarantor (c)                       | $ |            |   | $ | 46,673      |   | $ | 46,673      |  
| | Write-down of Needles
      Investment (c)                        | $ | (250,876    | ) | $ | (1,368,287  | ) | $ | (1,619,163  | )
| | Write down of property and equipment
      (e)                    | $ |            |   | $ | (1,800,000  | ) | $ | (1,800,000  | )
| | Total Other Income (Expenses)                                     | $ | (322,968    | ) | $ | 1,822,066   |   | $ | 1,499,098   |  
| |                                                                   |   |             |   |   |             |   |   |             |  
| | Net Income before
      non-controlling interest and income taxes | $ | 2,293,037   |   | $ | (3,962,556  | ) | $ | (1,669,519  | )
| | Net loss attributable to Non- controlling
      interest (c)      | $ |            |   | $ | 746,817     |   | $ | 746,817     |  
| | Net Income (Loss)                                                 | $ | 2,302,438   |   | $ | (3,215,739  | ) | $ | (913,301    | )

F-41

---

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

|22. | Restatement
      (continued)
|--- | -----------------------------

| | Weighted average number of common shares
      outstanding |   |            |   |   |            |   |  
| | ---------------------------------------------------------- | - | ---------- | - | - | ---------- | - | -
| | Basic (a)                                                  |   | 28,425,526 |   |   | 13,933,983 |   |  
| |                                                            |   |            |   |   |            |   |  
| | Basic earnings per share (a)                               | $ | 0.08       |   | $ | (0.10      | ) | $
| | Diluted earnings
      per share                           | $ | 0.03       |   | $ | (0.05      | ) | $
| |                                                            |   |            |   |   |            |   |  
| |                                                            |   |            |   |   |            |   |  
| | Statement of Cash Flows                                    |   |            |   |   |            |   |  
| | Cash used in Operating Activities                          | $ | (760,899   | ) | $ | 854,548    |   | $
| | Cash used in Investing Activities                          | $ | (8,334,832 | ) | $ | (899,329   | ) | $
| | Cash Provided by
      Financing Activities                | $ | 699,321    |   | $ | 134,807    |   | $

F-42

---

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

|22. | Restatement (continued)
|--- | -----------------------

| | (a) | Upon review of the Companys consolidated financial statements, Management noted that the weighted average number of common shares outstanding as originally stated did not include the Series B preferred shares. Management has concluded that the Series B preferred convertible shares are substantially equivalent to common stock, because these shares can be exchanged for common shares with no additional cash consideration at any time by the  holder, have no par value, and have no rights as to dividends, voting profit sharing or liquidation.   Management concluded therefore that the conversion of the shares at the option of the Series B holder did not constitute a barrier to conversion and that the shares should be included in the calculation of basic earnings per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | Basic earnings per share has been restated to include the common shares that would be issued on the conversion of the Series B preferred shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | Management reviewed the presentation of the acquisition of the assets of Family Vacation Centers as disclosed in note 18 to the consolidated financial statements, and identified that it had not properly presented this acquisition as a business combination. Additional disclosure has been included in note 18 to reflect the transaction as a business combination.  The consolidated financial statements have also been restated  to reflect the vacation club memberships acquired as an intangible asset. This asset of $1,918,062 has been reclassified from Investment to Intangibles, net and presented as such on the consolidated balance sheet as at September 30, 2008.  In addition $3,388 amortization has been reclassified from foreign exchange gain and loss and $404,033 was reclassified from current amounts receivable to amounts and notes receivable in long term assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c) | Upon further inquiry of the Companys investment in the Colorado River Resorts LLC (note 3), the Company discovered that the investee had failed to raise the additional capital as planned. As a result, the percentage ownership interest actually acquired by the Company was greater than the 25% as originally reported. The investment was originally accounted for at cost. As a result of the new information, the Company has reversed the original balance of the investment of $752,624 and has consolidated the net assets of the investee and the results of its operations in the consolidated financial statements of the Company, as at and for the year ended September 30, 2008 from the date of the acquisition.  The net assets consisted primarily of land and a corresponding mortgage and a loan payable.  As the mortgage was secured solely by the land and was the only source of cash flow to pay the mortgage, loan payable and related interest, the land and mortgage were determined to be an asset group.  As part of the process of consolidating the investment, management reconsidered the impairment analysis that had been undertaken at the time of preparation of the financial statements.  Based on comparable sales information obtained subsequent to the issue of the financial statements, Management concluded that the fair value of the property had deteriorated below its recognized carrying amount.  Accordingly an additional write down of the property of $1,368,287 was recognized.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d) | Management determined that net gains from the Companys investment in life settlement contracts of $5,447,464 was more appropriately included in Other Income (Expenses) rather than Revenue in the consolidated statement of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

F-43

---

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

|22. | Restatement
      (continued)
|--- | -----------------------------

|                                                                                                                        | (e) | Management determined that indicators of impairment existed in relation to the motor vessel and performed an impairment analysis of this asset.  That impairment test concluded that the motor vessel had an estimated fair value of $9,946,281 as at September 30, 2008, requiring an impairment write down of $1,800,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----------------------------------------------------------------------------------------------------------------------- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                        |     | Management determined that indicators of impairment existed in relation to the motor vessel and performed an impairment analysis of this asset.  That impairment test concluded that the motor vessel had an estimated fair value of $9,946,281 as at September 30, 2008, requiring an impairment write down of $1,800,000.  As the motor vessel was still under construction, the Company was unable to prepare a discounted cash flow analysis to determine the value in use. Additionally, as at September 30, 2008, management had not determined that any indicators of impairment were present, and as a result, had not performed an impairment analysis of the motor vessel under construction. Subsequent to the year end, upon further review, management concluded there were sufficient indicators which required an impairment analysis, as at September 30, 2008. The fair value of the motor vessel was determined based on the amortized replacement cost.  Under the amortized replacement cost method, the replacement costs for significant components of the motor vessel were obtained, and depreciated to current market value based on a review by an independent specialist marine surveyor.
|                                                                                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                        | (f) | Management determined that there was an error in the application of its fair value model for its investment in life settlement contracts. The error related to an understatement of the life expectancy assumption incorporated in the fair value model. As a result, an adjustment of $252,646 was made to decrease the carrying amount of the related asset with a corresponding decrease in the net gain on life settlements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Note disclosures related to the aforementioned restatements have been changed accordingly to reflect these adjustments.

F-44

---